(TheNewswire)
Vancouver, BC – TheNewswire - February 8, 2021 – PODA TECHNOLOGIES LTD. ("Poda" or the "Company") and Gamora Capital Corp. (“Gamora”) are pleased to announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") whereby Gamora will acquire 100% of the outstanding share capital of Poda.
The Agreement, a copy of which will be available under the Company's profile on SEDAR at www.sedar.com , sets out the terms of the statutory plan of arrangement (the "Arrangement").
Transaction Highlights:
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- Exchange ratio for existing common shares of Poda of 1 preferred share of Gamora for every 1,000 shares of Poda
- Gamora preferred shares entitle each holder a restricted right to convert one preferred share into 1,000 Gamora common shares on the following terms: (i) 10% after twelve (12) months from date of listing on the CSE and (ii) 15% every three (3) thereafter.
- Joining the Board of Directors of Gamora will be Ryan Selby, Ryan Karkairan, Patrick Gray and Aaron Bowden. Mr. Selby will serve as Gamora’s CEO and Chairman of the Board.
- Gamora has recently raised approximately $1,000,000 which will be utilized for Poda’s corporate growth and working capital.
Poda will be seeking shareholder approval of the Arrangement at a special meeting of shareholders (the "Meeting"), in accordance with the terms of the Agreement and the Business Corporations Act (British Columbia).
At the Meeting, the shareholders of the Company as of the record date (the "Shareholders") will be asked to pass a special resolution approving the Arrangement.
The Notice of the Meeting, along with the Management Information Circular, will be mailed to the Shareholders, as well as posted under the Company's profile on SEDAR. The Management Information Circular will describe in detail the matters to be addressed at the Meeting.
Following Shareholder approval of the Arrangement at the Meeting and receipt of requisite regulatory and court approvals, the Effective Date for the exchange and distribution of the common shares of Poda will be announced. Shareholders will receive a notice from the Company's transfer agent, National Securities Administrators Ltd., with instructions on how to obtain the shares they are entitled to receive under the Arrangement.
Completion of the Arrangement is contingent on completion of closing conditions associated with the Arrangement, such as requisite corporate, regulatory and court approvals.
“The Arrangement is strategic and represents an increase in the cash position of Poda that we believe accelerates the Company’s growth profile,” said Ryan Selby, CEO of Poda.
The Company has also granted an aggregate 150,000 incentive stock options to certain officers, directors and other eligible persons of the Company. The options are exercisable, subject to vesting provisions, over a period of three years at a price of $0.16 per share.
Ryan Selby, CEO of Poda commented “We are very pleased about the transaction and believe it will provide Poda additional cash flow required for the future growth of the Company.”
On Behalf of the Board,
Ryan Selby
Director