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Mithrandir QT, name change to Popreach, rollback

2020-07-06 18:23 ET - Change Name, Roll Back Shares

Also New Listing (C-POPR) Popreach Corp

The TSX Venture Exchange has accepted for filing Mithrandir Capital Corp.'s qualifying transaction, as described in the company's filing statement dated June 26, 2020. As a result, at the opening on Wednesday, July 8, 2020, the company will no longer be considered a capital pool company. The qualifying transaction includes the following.

The company acquired all of the issued and outstanding shares of Popreach Inc. by way of a three-cornered amalgamation of Popreach and a wholly owned subsidiary of the company, and issued 48,233,937 postconsolidated common shares in the capital of the company to the shareholders of Popreach (including from conversion of Popreach debentures, as summarized below). Pursuant to the transaction, all shareholders of Popreach exchanged their common shares in the capital of Popreach at an exchange ratio of 7.62 resulting issuer shares for every Popreach share held. In addition, all outstanding options, warrants (including from conversion of Popreach debentures, as summarized below) and broker warrants of Popreach were exchanged for economically equivalent securities of the company based on the same exchange ratio.

In connection with, and immediately prior to the closing of, the transaction, all of Popreach's existing convertible debentures, including all accrued and unpaid interest thereon, were converted in accordance with their terms into an aggregate 1,016,536 Popreach shares and 1,016,536 warrants to acquire Popreach shares. All such shares and warrants were exchanged into resulting issuer shares and warrants to acquire resulting issuer shares, respectively, pursuant to the transaction and based on the same exchange ratio noted above.

Immediately prior to the closing of the transaction, the company completed a consolidation of its common shares on the basis of one postconsolidation common share for eight preconsolidation common shares in the capital of the company and, upon closing, changed its name from Mithrandir Capital to Popreach Corp.

As a result of the transaction, an aggregate of 34,642,052 resulting issuer shares are escrowed pursuant to an exchange Tier 1 value escrow agreement. In addition, 1.25 million resulting issuer shares remain subject to the capital pool company escrow agreement (as defined in the filing statement).

The resulting issuer is classified as a Tier 1 issuer (a video game publisher) (NAICS No. 511212).

For further information, please refer to the filing statement, which is available on SEDAR.

Further to the TSX Venture Exchange bulletin dated Nov. 11, 2019, trading in the resulting issuer shares will resume at the opening on Wednesday, July 8, 2020.

Effective at the opening on Wednesday, July 8, 2020, the trading symbol for the company will change from GMER.P to POPR.

At the annual and special meeting of shareholders on Feb. 12, 2020, shareholders approved a special resolution approving the company's capital consolidation on the basis of one postconsolidation share for eight preconsolidation shares and a special resolution approving the company's name change. Upon closing of the transaction, the name of the company has been changed from Mithrandir Capital to Popreach.

Effective at the opening on Wednesday, July 8, 2020, the shares of Popreach will commence trading on the exchange and the shares of Mithrandir Capital will be delisted.

In accordance with Policy 2.5, the company has met the requirements for a Tier 1 company. Therefore, effective Wednesday, July 8, 2020, the company's tier classification will change from Tier 2 to Tier 1.

Capitalization:  unlimited number of common shares with no par value, of which 51,983,937 shares are issued and outstanding

Escrow:  35,892,052 common shares

Transfer agent:  TSX Trust Company

Trading symbol:  POPR (new)

Cusip No.:  73319W102 (new)

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