Mr. R. James Matthews reports

ARMADA SHAREHOLDERS APPROVE AMALGAMATION FOR GOING PRIVATE TRANSACTION

Armada Data Corp.'s shareholders, at a special meeting of shareholders held today, approved the previously announced acquisition agreement dated Sept. 4, 2024, with 1498798 B.C. Ltd. (the acquiror), James Matthews, a director and chief executive officer of Armada Data, Eli Oszlak, a director and chief technical officer of Armada Data, and 2190960 Ontario Ltd., a corporation controlled by Matthews, pursuant to which Mr. Matthews, Mr. Oszlak and Matthews Holdco through the acquiror agreed to acquire all of the outstanding common shares of Armada Data, other than common shares already held by Mr. Matthews, Mr. Oszlak and Matthews Holdco, at a price of four cents per common share.

The transaction will be effected by an amalgamation of Armada Data and the acquiror, a newly incorporated corporation wholly owned by Mr. Matthews and Mr. Oszlak, under the provisions of the Business Corporations Act (British Columbia). Pursuant to the amalgamation, all of the issued and outstanding common shares, other than those already held by Mr. Matthews, Mr. Oszlak and Matthews Holdco will be converted, on a one-for-one basis, into redeemable preferred shares of the amalgamated corporation. The redeemable shares will then be immediately redeemed by Amalco in exchange for four cents per redeemable share payable in cash.

The detailed voting results regarding approval of the special resolution in connection with the transaction are as follows. A total of 11,185,614 votes were cast by holders of common shares, representing 63.3 per cent of the total issued and outstanding common shares. Of those votes cast: (i) 10,130,416 common shares, representing 90.57 per cent, were voted in favour of the transaction; and (ii) of the votes cast by shareholders other than persons whose votes were excluded in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), 4,377,333 common shares, representing 80.58 per cent, were voted in favour of the transaction.

Subject to obtaining all required approvals and satisfying all required conditions, the transaction is expected to close on or about Oct. 29, 2024.

Following closing of the transaction, the common shares will be delisted from the TSX Venture Exchange and will no longer be available for trading on the TSX-V.

About Armada Data Corp.

Armada Data is a Canadian publicly traded information and marketing service company, providing accurate and real-time data to institutional and retail customers, through developing, owning and operating automotive pricing-related websites and providing information technology and marketing services to its clients.

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