reposting news, won't company still have 70 million?PODA Announces Multiparty Sale of Intellectual Property Assets for US$100.5 Million PODA to receive US$55,275,000 and anticipates making a distribution equal to approximately CDN$0.40 per subordinate voting share and CDN$400 per multiple voting share Vancouver, BC, May 13, 2022 – PODA HOLDINGS, INC. ("PODA" or the "Company") (CSE: PODA, FSE: 99L, OTC: PODAF) is pleased to announce that, together with Ryan Selby and Ryan Karkairan (the “Owners”), it has entered into a definitive agreement dated May 13, 2022 (the “Asset Purchase Agreement”) with a subsidiary of Altria Group, Inc. (“Altria”) (NYSE:MO), Altria Client Services LLC (“ALCS”), pursuant to which the Company and the Owners have each agreed to sell to ALCS substantially all of the assets and properties used in the Company’s business (the “Purchased Assets”) of developing, manufacturing and marketing multi-substrate heated capsule technology, including, without limitation, the Owners’ patents related to such technology and the Company’s exclusive, perpetual license of certain of those patents pursuant to an amended and restated royalties agreement dated April 12, 2019 (the “Royalties Agreement”), for a total purchase price of US$100.5 million (“Purchase Price”), subject to certain adjustments and holdbacks (the “Transaction”). The Company carries on its business pursuant to the Royalties Agreement and the Company and the Owners have agreed to allocate US$55,275,000 of the Purchase Price to the Company (being 55% of the Purchase Price), with the balance to the Owners. “This agreement represents a significant milestone for PODA and its employees,” said Ryan Selby, PODA’s Chief Executive Officer, Director and Chairman of the Company’s board of directors (the “Board”). “Our teams have worked diligently on this technology since the Company’s inception, and we believe these agreements maximize its value for the Company and its shareholders.” Transaction Highlights • Premium Cash Distribution: PODA expects to make a cash distribution to holders of PODA’s shares (the “Shareholders”) equal to approximately CDN$0.40 per subordinate voting share and CDN$400 per multiple voting share, representing a 167% premium to the closing share price of PODA as of May 12, 2022. • Unanimously Recommended by Independent Directors: the Transaction has been unanimously recommended by a special committee of the Board, comprised entirely of independent directors (the “Special Committee”); • Fairness Opinion: Stifel Nicolaus Canada Inc. ("Stifel") has provided a fairness opinion in connection with the Transaction which provides that, as of the date of such opinion, and subject to the assumptions, limitations, and qualifications on which such opinion is based, the consideration to be received by the Company pursuant to the Asset Purchase Agreement is fair, from a financial point of view, to the Company; • Commercialization Capabilities: the further development and commercialization of the multisubstrate heated capsule technology by the Company is subject to a number of risks (including its ability to secure necessary funding, which could result in dilution to holders of PODA shares) with no certainty of commercialization or market success; • No Financing Condition: the Transaction is not subject to any financing conditions; - 2 - • Future Opportunity to Retain Exposure: PODA expects to retain approximately CDN$1 million in cash to explore new business opportunities for the economic benefit of its Shareholders, subject to the terms of the Asset Purchase Agreement; • No Holdback: no portion of the Purchase Price allocated to the Company will be subject to holdbacks or escrow; and • Cash Consideration Ratio: given that the Owners hold legal title to the intellectual property comprising the multi-substrate heated capsule technology, the Special Committee believes that receiving more than half of the Purchase Price reflects excellent value for the Company. Board and Special Committee Recommendations The Board, after receiving the unanimous recommendation of the Special Committee, has unanimously determined that the Transaction is in the best interests of the Company and that the consideration to be received by the Company pursuant to the Asset Purchase Agreement is fair to the Company. Accordingly, the Board approved the Asset Purchase Agreement and recommends that Shareholders vote in favour of the Transaction, with Ryan Selby and Ryan Karkairan declaring their interests and abstaining. Further details regarding the terms of the Asset Purchase Agreement and the Transaction are set out in the Asset Purchase Agreement, which will be filed by PODA under its profile on SEDAR at www.sedar.com. Terms of the Transaction Pursuant to the Asset Purchase Agreement, as consideration for the Purchased Assets, ALCS has agreed to pay the aggregate sum of US$100.5 million, as follows: (a) US$55,275,000 is to be paid to the Company on the closing of the Transaction (the “Closing”); and (b) Up to US$45,225,000 is to be paid to, or on account of, the Owners, US$22,675,000 of which is to be paid to the Owners on Closing (with the remaining US$22,550,000 subject to escrows and holdbacks). The Asset Purchase Agreement contains, among other things, customary non-solicitation covenants with respect to alternative transactions. The Asset Purchase Agreement also provides for a termination fee of US$5,025,000 payable by the Company to ALCS if the Asset Purchase Agreement is terminated in certain circumstances. The Transaction will constitute the sale of all or substantially all of the undertaking of the Company pursuant to the Business Corporations Act (British Columbia), and accordingly will require approval by not less than 66% of the votes cast at the special meeting of Shareholders of the Company called for June 22, 2022 (the “Meeting”), as further described below. In addition to Shareholder approval, the Transaction is subject to receipt of consents and approvals from certain governmental authorities and other parties, as well as other closing conditions customary in transactions of this nature. Subject to the satisfaction (or waiver) of the conditions precedent, the Closing is presently expected to take place in the second quarter of 2022. Upon completion of the Transaction, the Company will no longer have any material property or assets other than cash-on-hand plus the cash proceeds of the Transaction, which are expected to amount to approximately CDN$70 million, after satisfying the Company’s obligations and liabilities. Following completion of the Transaction, it is anticipated that: (i) Messrs. Selby and Karkairan will resign from the Board within 60 days of the Closing; (ii) Aaron Bowden and Patrick Gray will remain on the Board; - 3 - (iii) Mr. Bowden and Mr. Gray will appoint a third member to the Board to hold office until the next annual general meeting of Shareholders; and (iv) Mr. Gray will serve as the Chief Executive Officer of the Company, and will likely be the only employee of the Company until a new Chief Executive Officer is identified. Shareholder Meeting Each of the directors and senior officers of the Company, together with certain other Shareholders, holding shares carrying in aggregate approximately 41% (after conversion or exercise of certain convertible securities of the Company held by such Shareholders) of the votes which may be cast at the Meeting, have entered into voting agreements with ALCS pursuant to which they have agreed to cast such votes in favour of the resolution approving the Transaction. Further information regarding the Transaction, including the background thereto and the rationale for the recommendations made by the Special Committee and the Board, will be contained in the management information circular (the “Circular”) that the Company will prepare, file and mail to the Shareholders in connection with the Meeting and which will be filed under the Company’s profile on SEDAR at www.sedar.com. All Shareholders are urged to read the Circular as it contains important information. Advisors and Counsel Stifel is acting as financial advisor to PODA, and DLA Piper (Canada) LLP and DLA Piper LLP are acting as PODA’s Canadian and United States legal counsel. Farris LLP is acting as the Owner’s legal counsel. Blake, Cassels & Graydon LLP is acting as legal counsel to the Special Committee. McGuireWoods LLP and Goodmans LLP are acting as ALCS ’s United States and Canadian legal counsel. On Behalf of the Board, Ryan Selby CEO, Director, and Chairman of the Board Poda Holdings, Inc. Toll-free North America: +1-833-TRY-PODA (879-7632) Outside North America: +1-406-TRY-PODA (879-7632) investors@poda-holdings.com www.poda-holdings.com ABOUT PODA HOLDINGS PODA has developed a multi-substrate heated capsule technology that uses proprietary biodegradable single-use capsules, which are both consumer and environmentally friendly. The innovative design of the technology prevents cross-contamination between the heating devices and the capsules which eliminates cleaning requirements and provides users with a convenient and enjoyable experience. PODA’s technology is fully patented in Canada and is patent pending in over 60 additional countries, covering almost 70% of the global population. FORWARD-LOOKING STATEMENTS This news release contains “forward-looking information” which may include, but is not limited t