Mr. Anthony Brown reports

AMPD VENTURES ANNOUNCES INCREASE TO PREVIOUSLY ANNOUNCED PROPOSED PRIVATE PLACEMENT

Further to its news release dated Oct. 26, 2021, AMPD Ventures Inc. has increased the size of its previously announced private placement.

The company is now expected to issue and sell up to 16,666,667 units, instead of the previously announced 11,666,667 units, at a price of 30 cents per unit for aggregate proceeds of up to $5-million, instead of the previously announced $3.5-million.

As previously stated in the news release dated Oct. 26, 2021, each unit will comprise one common share of the company and one common share purchase warrant, with each warrant entitling the holder to subscribe for one common share in the capital of the corporation at an exercise price of 50 cents for a period of 24 months following the closing date of the private placement. The expiry date of the warrants may be accelerated, at the option of the company, if, at any time prior to the expiry of the warrants, the volume-weighted average trading price of the underlying common shares on the Canadian Securities Exchange (or such other recognized Canadian stock exchange on which the common shares are then listed) equals or exceeds 80 cents for a period of 10 consecutive trading days.

As part of this transaction, the company may enter into finder's fee agreements with certain finders, paying to such finders a fee comprising either: (i) a cash commission of up to 7 per cent of the gross proceeds raised by finders as well as such number of finders' warrants, with the same terms as the unit warrants, as is equal to up to 7 per cent of the number of units sold on the portion of the private placement raised by finders; or (ii) issue shares to finders equal to up to 7 per cent of the number of units sold on the portion of the private placement raised by finders.

Certain insiders and related parties may participate in the private placement. The participation in the private placement by these insiders and related parties may constitute a related party transaction, as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, which has been incorporated by the policies of the CSE.

In conducting their review and approval process with respect to the private placement, disinterested directors of the company approved the private placement, including the participation by insiders and related parties, which is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as, among other things, neither the fair market value of the relevant portions of the private placement nor the consideration therefor exceeds 25 per cent of the company's market capitalization.

The private placement is subject to regulatory approval, and all securities issued will be subject to a four-month hold period.

As previously disclosed on Oct. 26, 2021, the company intends to use $2.5-million of the proceeds from the private placement to finance the continuing operations of Departure Lounge postacquisition. The allocation to AMPD of general working capital will be increased from $1-million to $2.5-million.

About AMPD Ventures Inc.

AMPD specializes in providing high-performance and computing solutions for low-latency applications, including video games and e-sports, digital animation and visual effects, and big-data collection, analysis and visualization.

We seek Safe Harbor.