Mr. Jon Walsh reports
POPREACH CORPORATION ANNOUNCES CLOSING OF QUALIFYING TRANSACTION
Mithrandir Capital Corp., further to its press releases dated Nov. 12, 2019, June 17, 2020, June 18, 2020, and June 26, 2020, has completed its qualifying transaction consisting of the acquisition of all of the issued and outstanding securities in the capital of PopReach Inc. by way of a three-cornered amalgamation pursuant to which a wholly owned subsidiary of the corporation amalgamated with PopReach. Pursuant to the qualifying transaction, each PopReach shareholder received 7.62 postconsolidation (defined herein) common shares in the capital of the corporation for each PopReach common share held by them, for a total issuance from treasury of 48,233,937 common shares. In addition, each convertible, exchangeable or exercisable security of PopReach was exchanged for a convertible, exchangeable or exercisable security, as applicable, of the corporation on substantially the same economic terms and conditions as the original convertible, exchangeable or exercisable security of PopReach (with their exercise prices being divided by 7.62) resulting in the issuance of 7,744,273 warrants in respect of outstanding PopReach warrants, 5,808,314 options in respect of outstanding PopReach options and 99,584 broker warrants in respect of outstanding PopReach broker warrants. Final acceptance of the qualifying transaction will occur upon the issuance of a final exchange bulletin by the TSX Venture Exchange.
In connection with the closing of the qualifying transaction, the corporation consolidated its outstanding share capital on the basis of one postconsolidation common share for every eight preconsolidation common shares, changed its name to PopReach Corp. and appointed MNP LLP as the new auditor of the corporation. To the corporation's knowledge, there were no reportable events as defined in Section 4.11 of National Instrument 51-102 -- Continuous Disclosure Obligations.
The corporation received conditional approval from the exchange on June 18, 2020, and will be delivering all documentation to the exchange required to satisfy its listing conditions. Subject to final approval of the exchange and the issuance by the exchange of the final exchange bulletin, the corporation will cease to be a capital pool company and the common shares will trade on the exchange under the symbol POPR, currently expected to be on or about July 8, 2020.
Following completion of the qualifying transaction, the corporation has 51,983,937 common shares issued and outstanding. Assuming the conversion of all outstanding options, warrants and stock options, 66,288,882 common shares will be outstanding on a fully diluted basis.
Pursuant to the terms of a Tier 1 value security escrow agreement dated June 30, 2020, among the corporation, TSX Financial Trust Co., as escrow agent, and certain escrow securityholders, an aggregate of 34,642,052 common shares, 1,777,748 warrants and 4,511,014 options have been placed in escrow, whereby 25 per cent of such securities will be released immediately upon the issuance of the final exchange bulletin evidencing final acceptance of the qualifying transaction and the balance of such securities will be released in separate 25-per-cent tranches every six months over a period of 18 months thereafter.
Directors and officers
As a result of the closing of the qualifying transaction, the directors and officers of the corporation are now:
- Christopher Locke, president, chief operating officer, corporate secretary and director;
- Jon Walsh, chief executive officer and director;
Greg Donaldson, chief financial officer;
Chris Schnarr, director and chairman;
Ron Patterson, director;
Trevor Fencott, director.
Further details on the qualifying transaction are set out in the corporation's filing statement dated June 26, 2020, available under the corporation's profile on SEDAR.
We seek Safe Harbor.
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