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General Assembly completes RTO with CanPR

2024-06-24 20:00 ET - News Release

Subject: CANPR Technology Ltd. (formerly General Assembly Holdings Limited) - request for immediate dissemination of news release Word Document

File: '\\swfile\EmailIn\20240624 164807 Attachment CANPR - Closing News Release - June 24 2024.docx'

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CANPR Technology Completes Reverse Takeover of General Assembly

TORONTO, ONTARIO, June 24, 2024 - CANPR Technology Ltd. (formerly General Assembly Holdings Limited) (the "Company" or the "Resulting Issuer") (TSXV: WPR) is pleased to announce the closing ("Closing") of its previously announced transaction resulting in the reverse takeover (the "Transaction") of the Company by CANPR Technology Inc. ("CANPR"), along with completion of a concurrent non-brokered private placement (the "Private Placement"), name change (the "Name Change") and amendment to the Company's articles (the "Articles Amendment").

As a result of the Transaction, the Company now operates a technology platform with over 1,000,000 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-post immigration services to newcomers. For more information on the Company, visit www.canpr.io.

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 (the "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 ("Resulting Issuer Shares") to the shareholders of CANPR in exchange for the cancellation under the Amalgamation of their Class 1 common shares in the capital of CANPR (the "CANPR Shares"). In connection with the Transaction, the Resulting Issuer also issued 1,493,159 incentive stock options ("Resulting Issuer Options") to former optionholders of CANPR, each Resulting Issuer Options exercisable at $0.02 per Resulting Issuer Share until January 1, 2028, and 1,528,979 Resulting Issuer Share purchase warrants ("Resulting Issuer Warrants") to former warrantholders of CANPR, each Resulting Issuer Warrant exercisable at $0.90 per Resulting Issuer Share until June 10, 2026.

The Transaction constituted a "reverse takeover" pursuant to the policies of the TSX Venture Exchange (the "TSXV"). Please refer to the filing statement of the Company dated May 30, 2024 filed under the Company's SEDAR+ profile at www.sedarplus.ca for further details on the Transaction (the "Filing Statement"). 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 December 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 September 27, 2024 and the first interim financial statements of the Resulting Issuer for the three-months ended August 30, 2024 by October 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 TSXV, entered into a Tier 2 Value Escrow Agreement (the "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 ("Resulting Issuer Options"). Under the terms of the Escrow Agreement, 10% of such escrowed securities are to be released upon the TSXV's issuance of its final bulletin in respect of the Transaction (the "Final Bulletin"), with subsequent 15% releases occurring 6, 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% on the date of the Final Bulletin and a subsequent 15% released 6, 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 ("Subscription Receipts") at a price of $0.63 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 (1) 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.

TSXV Approval and Resumption of Trading

The Transaction remains subject to receipt of final approval from the TSXV and fulfillment of all of the requirements of the TSXV in order to obtain such approval. Until final approval of the TSXV 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 - CEO and Director

Rishi Mittal - President

Arun Soni - CFO

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 Katharine 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 (the "Board") 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 (the "Option Plan") providing for the issuance of incentive stock options up to 10% 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 Ltd.. is a technology platform dedicated to helping immigrants in their journey toward becoming permanent residents of Canada. At the Company, we offer a range of services to assist with the immigration journey. Our 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 post-immigration services to help them settle in Canada. Currently, the platform has over 1,000,000 app installs. For more information on the Company, visit www.canpr.io.

Akshat Soni

CEO and Director

647-692-3846

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

None of the securities issued in connection with the Transaction will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.

Forward Looking Statements

This press release contains statements which constitute "forward-looking information" or "forward-looking statements" (together "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, the demand for immigration services; the cost of software development; changes in general economic conditions and financial markets; risks associated with technology companies, including but not limited to, cybersecurity risks and privacy risks; unanticipated costs or expenses; as well as those factors disclosed in the Company's Filing Statement publicly available under its profile at SEDAR+ at www.sedarplus.com. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended.

Forward-looking information contained herein are based on the assumptions, beliefs, expectations and opinions of management. Forward-looking information has been made as of the date hereof and the Company disclaims any obligation to updates any forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information.

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