Voting support agreements in place with shareholders holding in aggregate approximately 50.5% of the issued and outstanding PopReach Shares


TORONTOOct. 18, 2021 /CNW/ - PopReach Corporation  ("PopReach" or the "Company") (TSXV: POPR) (OTCQX: POPRF) is pleased to announce that, further to its press release issued on August 17, 2021 announcing the proposed combination of PopReach with 2810735 Ontario Inc. d/b/a Federated Foundry ("Federated" and together with PopReach, the "Parties", and each, a "Party") to form a leading, publicly-listed Canadian technology and media enterprise (the "Transaction"), the Parties have entered into a definitive transaction agreement (the "Transaction Agreement") settling the terms and conditions of the Transaction.

As required by the policies of the TSX Venture Exchange (the "TSXV"), trading in the common shares of PopReach ("PopReach Shares") will remain halted until, among other things, PopReach completes certain regulatory filings in connection with the Transaction and the TSXV has completed certain matters it considers necessary or advisable; trading of PopReach Shares may remain halted until the completion of the Transaction.

Key Terms of the Transaction and the Transaction Agreement
Pursuant to the Transaction Agreement, PopReach will acquire all of the issued and outstanding shares of Federated ("Federated Shares") on a fully-diluted basis (including all common shares issued or issuable on any exercise of the outstanding options, warrants and other securities convertible, exercisable or exchangeable for Federated Shares, collectively, the "Purchased Shares") for an aggregate purchase price of up to C$160 million.  The Transaction is expected to be effected by way of a three-way amalgamation amongst Federated, PopReach, and a new, wholly-owned subsidiary of PopReach, with the purchase price payable by the issuance by PopReach pursuant to such amalgamation of an aggregate number of PopReach Shares based on the deemed price per PopReach Share of C$0.80, representing a premium of 27% over the PopReach Share closing price, and a premium of 32.9% over the PopReach Share 20-day VWAP, as at August 16, 2021, the last trading day immediately prior to the initial announcement of the proposed Transaction. 

The aggregate purchase price is subject to adjustments for assumed debt, working capital and other customary terms and conditions set out in the Transaction Agreement.  The Transaction Agreement provides that, on the closing date, PopReach will issue, pursuant to the above-noted three-way amalgamation, to holders of Federated Shares that number of PopReach shares calculated based on the C$160 million purchase price, less the amount of assumed debt and less the amount of net working capital less than C$5 million. Upon completion of the Transaction, the current shareholders of Federated will own more than 50% of the shares of the resulting issuer (the "Resulting Issuer") on a non-diluted basis.

Closing of the Transaction is subject to customary conditions, including: (a) approval of the Transaction by shareholders of PopReach and Federated; (b) approval of the Transaction by the boards of directors of PopReach and Federated; (c) receipt of all regulatory approvals with respect to the Transaction, including approval by the TSXV; (d) each of Ted Hastings, Amy Hastings, Jeff Collins, Mike Fitzgerald and Kevin Ferrell, as well as certain additional executive officers of Federated subsidiaries, shall have executed executive employment agreements with the Resulting Issuer or one of its subsidiaries; (e) confirmation of no adverse material change of PopReach or Federated; and (f) compliance by each of PopReach and Federated with representations, warranties, covenants, obligations and conditions of such Party as set out in the Transaction Agreement.