Mr. Akshat Soni reports

CANPR TECHNOLOGY COMPLETES REVERSE TAKEOVER OF GENERAL ASSEMBLY

CanPR Technology Ltd. (formerly General Assembly Holdings Ltd.) has closed its previously announced transaction resulting in the reverse takeover of the company by CanPR Technology Inc., along with completion of a concurrent non-brokered private placement, name change and amendment to the company's articles.

As a result of the transaction, the company now operates a technology platform with over one million app installs dedicated to helping immigrants in their journey toward becoming permanent residents of Canada by offering a range of services, starting with completing and tracking residency applications, connecting newcomers with employers, and providing postimmigration services to newcomers.

The transaction

Pursuant to the terms of a merger agreement dated March 25, 2024, between the company, CanPR and 15772311 Canada Ltd. (SubCo), a wholly owned subsidiary of the company, the company completed a three-cornered amalgamation under the Canada Business Corporations Act with CanPR and SubCo, whereby the company issued 35,383,714 common shares in the capital of the company to the shareholders of CanPR in exchange for the cancellation under the amalgamation of their Class 1 common shares in the capital of CanPR. In connection with the transaction, the resulting issuer also issued 1,493,159 incentive stock options to former optionholders of CanPR, each resulting issuer option exercisable at two cents per resulting issuer share until Jan. 1, 2028, and 1,528,979 resulting issuer share purchase warrants to former warrantholders of CanPR, each resulting issuer warrant exercisable at 90 cents per resulting issuer share until June 10, 2026.

The transaction constituted a reverse takeover pursuant to the policies of the TSX Venture Exchange. Please refer to the filing statement of the company dated May 30, 2024, filed under the company's SEDAR+ profile for further details on the transaction. Upon closing of the transaction, the company changed its name to CanPR Technology Ltd.

In connection with the transaction, the company has changed its financial year-end from Dec. 31 to May 31 to align with the financial year-end of CanPR. The company expects to file the audited financial statements of CanPR for the year ended May 31, 2024, by Sept. 27, 2024, and the first interim financial statements of the resulting issuer for the three months ended Aug. 30, 2024, by Oct. 26, 2024.

On closing of the transaction, the company expects to have approximately $4,769,789 in available funds over the next 18 months, generated from gross margins from revenue, previous financing rounds and the private placement. For details on how the company expects to spend its working capital over the next 18 months, please refer to pages 66 and 67 of the filing statement.

As a result of the transaction, the company has 38,925,993 resulting issuer shares outstanding on a non-diluted basis and 42,052,079 resulting issuers shares outstanding on a fully diluted basis. For a reconciliation of the issued and outstanding resulting issuer shares, please refer to page 66 of the filing statement.

On completion of the transaction, the principals of CanPR and certain other shareholders of CanPR, as required by the policies of the TSX-V, entered into a Tier 2 value escrow agreement with the company and Odyssey Trust Company in respect of 21,522,859 resulting issuer shares and 1,209,066 incentive stock options in the resulting issuer. Under the terms of the escrow agreement, 10 per cent of such escrowed securities are to be released upon the TSX-V's issuance of its final bulletin in respect of the transaction, with subsequent 15-per-cent releases occurring six, 12, 18, 24, 30 and 36 months from the date of the final bulletin.

In addition, 5,132,968 resulting issuer shares are subject to contractual restrictions consistent with Tier 2 value escrow and a further 284,093 resulting issuer options are subject to contractual resale restrictions providing that such resulting issuer shares and resulting issuer options are released as follows: 10 per cent on the date of the final bulletin, and a subsequent 15 per cent released six, 12, 18, 24, 30 and 36 months from the date of the final bulletin.

Financing

In connection with the transaction, CanPR completed a private placement consisting of the sale of 4,641,265 subscription receipts at a price of 63 cents per subscription receipt to raise gross proceeds of $2,924,000.48. Immediately prior to completion of the amalgamation, each subscription receipt automatically became, without any further action or payment of any additional consideration, one CanPR share. As a result of the amalgamation, the holders of CanPR shares received 1.483517 resulting issuer shares for each CanPR share held on closing.

TSX-V approval and resumption of trading

The transaction remains subject to receipt of final approval from the TSX-V and fulfilment of all of the requirements of the TSX-V in order to obtain such approval. Until final approval of the TSX-V is obtained and a final exchange bulletin is issued, which is expected on or about June 25, 2024, trading in the resulting issuer shares will remain halted. Resumption of trading is expected to occur on or about June 27, 2024. Upon resumption of trading, the resulting issuer shares will trade under the symbol WPR and the company will be listed as a Tier 2 technology issuer.

Board of directors and executive management

Concurrently with the completion of the transaction, the following individuals were appointed as directors or officers of the company:

Akshat Soni:  chief executive officer and director

Rishi Mittal:  president

Arun Soni:  chief financial officer

Lors Kushtov:  chief technology issuer

Stephen Smith:  chair of the board and director

Dexter John:  director

Uppekha Jain:  director

Katharine Joakim:  corporate secretary

Also, concurrently with the completion of the transaction, Iain Klugman resigned as CEO of the company and Ms. Joakim resigned as CFO of the company. Ted Hastings remains on the board of directors of the company.

Security-based compensation plans

Upon closing of the transaction, the board of directors of the resulting issuer adopted two security-based compensation plans previously approved by the shareholders of the company at the annual general and special meeting of shareholders held on May 3, 2024: (a) an equity incentive plan providing for the issuance of up to 3,892,599 resulting issuer shares pursuant to the grant of restricted share units, deferred share units and performance share units; and (b) a stock option plan providing for the issuance of incentive stock options up to 10 per cent of the issued and outstanding resulting issuer shares from time to time.

Additional information

The Cusip/ISIN number for the resulting issuer shares is 13805R100/CA13805R1001.

About CanPR Technology Ltd.

CanPR Technology is a technology platform dedicated to helping immigrants in their journey toward becoming permanent residents of Canada. The company offers a range of services to assist with the immigration journey. The company's platform provides a comprehensive understanding of the process of immigrating to Canada, completing and tracking immigration applications, connecting newcomers with employers to help them find a job, and postimmigration services to help them settle in Canada. Currently, the platform has over one million app installs.

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