Mithrandir Capital Corp. Announces Signing of Definitive Acquisition Agreement and Filing of Filing Statement for the Qualifying Transaction with PopReach Incorporated

Toronto, Ontario--(Newsfile Corp. - June 26, 2020) -  Mithrandir Capital Corp. (TSXV: GMER.P) ("Mithrandir" or the "Corporation") is pleased to announce that further to its press releases dated November 12, 2019, June 17, 2020 and June 18, 2020, the Corporation and PopReach Incorporated ("PopReach") have entered into a definitive acquisition agreement ("Definitive Agreement") which includes and sets out the terms and conditions pursuant to which the parties will complete the previously announced qualifying transaction (the "Qualifying Transaction") consisting of the acquisition of all of the issued and outstanding securities in the capital of PopReach, on terms and conditions consistent as originally announced by the Corporation and as updated and supplemented in the Corporation's additional press releases described above.

The parties are also pleased to announce the filing on www.sedar.com of the Filing Statement in accordance with the policies of the TSX Venture Exchange (the "Exchange") providing information with respect to the Corporation, PopReach and the Qualifying Transaction.

The Qualifying Transaction is expected to close on or about June 30, 2020.

The trading of the Corporation's common shares will remain halted until all of the above, including the share consolidation and name change contemplated as part of the Qualifying Transaction, have been completed and the Corporation has received the Exchange's final acceptance of the Qualifying Transaction. Thereafter, the post-consolidation shares of the Corporation are expected to resume trading on the Exchange during the second week of July under the symbol "POPR", with the Corporation then listed as a Tier 1 issuer on the Exchange.

About PopReach

PopReach was incorporated on May 26, 2015 under the Business Corporations Act (Ontario). PopReach is a mobile game publisher focused on consolidating, operating and growing proven, profitable games and game franchises. Headquartered in Toronto with a live operations studio in Bangalore, India, PopReach's current portfolio of games are played by approximately 500K daily active users. The company's key game franchises include War of Nations, Kitchen Scramble, Gardens of Time, City Girl Life, and Smurfs' Village.

For further information:

PopReach Incorporated
Jon Walsh
jwalsh@popreach.com

Mithrandir Capital Corp.
Chris Schnarr
cschnarr@loriangroup.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position.

The forward-looking information in this news release includes disclosure about the terms of the Qualifying Transaction including the prospective closing date..

Mithrandir and PopReach made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the resulting issuer to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of Mithrandir or PopReach to complete the Qualifying Transaction on the terms disclosed in this news release, or at all; reliance on key and qualified personnel; and regulatory and other risks associated with the digital gaming industry in general. The foregoing list of material risk factors and assumptions is not exhaustive.

Mithrandir assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.

(Not for distribution to US wire services or for dissemination in the United States of America)

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/58690