PopReach Corporation Announces Closing of Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - June 30, 2020) - PopReach Corporation, formerly Mithrandir Capital Corp. (the "Corporation") (TSXV: GMER.P) is pleased to announce that further to its press releases dated November 12, 2019, June 17, 2020, June 18, 2020, and June 26, 2020, it has completed its qualifying transaction (the "Qualifying Transaction") consisting of the acquisition of all of the issued and outstanding securities in the capital of PopReach Incoprorated ("PopReach") by way of 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 post-Consolidation (defined below) common shares in the capital of the Corporation (the "Common Shares") for each PopReach common share (the "PopReach Shares") 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 (the "Exchange").
In connection with the closing of the Qualifying Transaction, the Corporation consolidated its outstanding share capital (the "Consolidation") on the basis of 1 post-Consolidation Common Share for every 8 pre-Consolidation Common Shares, changed its name to "PopReach Corporation" and appointed MNP LLP as the new auditors of the Corporation. To the Corporation's knowledge, there were no "reportable events" as defined in s.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 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 Company, 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% 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% 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, Chairman|
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 at www.sedar.com.
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 development studio in Bangalore, 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:
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information release or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
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 resumption of trading of the Corporation's Common Shares on the Exchange and the receipt of Exchange final approval.
The Corporation 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 the Corporation to obtain Exchange final approval on the terms disclosed in this news release, or at all; refusal of the proposed directors or officers to act for any reason, including conflicts of interest; 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.
The Corporation 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)
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