(TheNewswire)
VANCOUVER, BRITISH COLUMBIA / TheNewswire / November
8, 2016 - As approved at the Annual General and Special Meeting of BioDE Ventures Ltd. (the “Corporation”) held on June 1, 2016 , the Corporation has completed the 1 for 1,000 consolidation and subsequent
500 for 1 subdivision of its common shares. Corporation Shareholders who held less than 1,000 common shares of the Corporation
before the consolidation (and therefore only hold fractional shares (i.e. less than one consolidated share) following the
consolidation) are entitled, upon delivery to the Corporation’s transfer agent, TSX Trust Company (formerly Equity Financial Trust
Company), or other appointed depository of a duly executed letter of transmittal and share certificate(s), to receive a cheque
representing the value of such fractional shares, based on a price of $0.03 per pre-consolidation share. Letters of transmittal
were previously mailed to shareholders and are also available on the Corporation’s SEDAR profile at www.sedar.com. Any certificates representing less than 1,000 pre-consolidation shares
immediately before the effective date of the consolidation which have not been surrendered in accordance with the
instructions set out in the letter of transmittal by the fifth anniversary of the effective date of the consolidation, will be void
and of no further force or effect and will cease to represent a claim or interest of any kind or nature against the
Corporation.
With the share consolidation and subdivision, the Corporation has 3,809,092 common shares issued and
outstanding.
Further to the news release dated September 12, 2016, the Corporation announces that its board of directors
approved a three-cornered amalgamation agreement (the “Amalgamation Agreement”) with Exro
Technologies Inc. (“Exro”) and 1089001 B.C. Ltd. (“Newco”) dated November 7, 2016. Newco is a wholly owned subsidiary of the Corporation. Pursuant to
the Amalgamation Agreement, Exro will amalgamate with Newco. On the closing of the amalgamation transaction, Exro
shareholders will exchange their Exro common shares for common shares of the Corporation. The current shareholders of the
Corporation will own 14% of the common shares of the Corporation and the shareholders of Exro will own 86% of the common shares of
the Corporation at amalgamation without factoring in the shares to be issued pursuant to any private placement or the Concurrent
Financing. The completion of the amalgamation is subject to several conditions, which include but are not limited to the
approval of the amalgamation by the shareholders of Exro, conditional approval of listing of the common shares of the Corporation
by the Canadian Securities Exchange, satisfactory due diligence review of Exro by the Corporation, satisfactory due diligence
review of the Corporation by Exro and the closing of a private placement for the total proceeds of not less than $1,600,000.
A copy of the amalgamation agreement will be posted on the Corporation’s SEDAR profile at
www.sedar.com.
About Exro
Exro is focused on developing technology to improve the efficiency of electric machines. Their patented
Dynamic Current Management (DCM) technology is designed to self-optimize electric motors and generators in order to
improve performance characteristics in applications with highly variable speeds and loads. Improved efficiency leads to
bottom-line improvements by increasing energy production, saving fuel, or lowering electric motor power consumption.
Exro’s vision is to become synonymous with advanced, dynamic optimization and control of rotating
electric machines that provides economic benefits to users, competitive advantages to suppliers, and a cleaner environment for
everyone.
For Further Information:
Chester Shynkaryk
Chief Executive Officer, Chief Financial Officer and Director
BioDE Ventures Ltd.
#1320 - 885 West Georgia Street
Vancouver, B.C. V6C 3E8
Tel: (604) 722-9140
Forward-Looking Statements: This news release contains forward-looking statements that include risks
and uncertainties. When used in this news release, the words “will”, “shall” and other indications of future tense, are intended to
identify forward-looking statements. The forward-looking statements are based on current expectations and assumptions and apply
only as of the date on which they were made. The factors that could cause actual results to differ materially from those indicated
in such forward-looking statements include, among other things, the ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary approvals, and the ability of the parties to satisfy, in a timely manner, the other conditions to
the consummation of the Transaction or Private Placement, or at all, the occurrence of any event, change or other circumstance that
could give rise to the termination of the Letter of Intent, failure to realize the anticipated benefits of the Transaction or
Private Placement, and if the Transaction or Private Placement are not completed, and the Company continues as an independent
entity, the risk that the announcement of the Transaction or Private Placement and the dedication of substantial resources of the
Company to the completion of the Transaction or Private Placement could have an adverse impact on the Company’s existing business
and strategic relationships, operating results and business generally.
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