Strong shareholder support with over 98% of shares voted in favour of Federated Foundry RTO
/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TORONTO, March 23, 2022 /CNW/ - PopReach Corporation ("PopReach" or the "Company") (TSXV: POPR) (OTCQX: POPRF) announced today the results of voting at its special meeting of shareholders held on March 23, 2022 (the "Meeting") in Toronto, Ontario.
A total of 41,478,792 common shares were voted in connection with the Meeting, representing 56.46% of the issued and outstanding common shares of the Company.
At the Meeting, shareholders approved a special resolution (the "Transaction Resolution") set out in the management information circular ("Circular") dated February 14, 2022, with respect to the three-cornered amalgamation ("Transaction") involving PopReach Corporation, 2810735 Ontario Inc. d/b/a Federated Foundry and 2873766 Ontario Limited, a wholly-owned subsidiary of PopReach Corporation, pursuant to the terms and conditions contained in the Business Combination Agreement dated October 18, 2021, as amended February 14, 2022. The Transaction Resolution was passed by 98.06% of the votes represented at the Meeting; for additional information on the Transaction, please see the Company's management information circular dated February 14, 2022 filed on SEDAR at www.sedar.com.
Each of the seven nominees listed in Circular was elected as a director of PopReach for the ensuing year or until their successor is elected or appointed. Votes were cast as follows:
|
Nominee
|
Votes For
|
% of Votes
For
|
Votes
Withheld
|
% of Votes
Withheld
|
|
Ben Colabrese
|
40,663,642
|
98.04%
|
815,150
|
1.96%
|
|
Natasha De Masi
|
40,604,192
|
97.89%
|
874,600
|
2.11%
|
|
Ted Hastings
|
40,673,642
|
98.06%
|
805,150
|
1.94%
|
|
Ian Klugman
|
40,593,542
|
97.87%
|
885,250
|
2.13%
|
|
Christopher Locke
|
40,673,642
|
98.06%
|
805,150
|
1.94%
|
|
Mike Vorhaus
|
40,603,542
|
97.89%
|
875,250
|
2.11%
|
|
Jon Walsh
|
40,673,642
|
98.06%
|
805,150
|
1.94%
|
In addition, the resolution approving the New Equity Incentive Plan as described in the Circular was passed by 97.88% of the votes represented at the Meeting.
"We thank our shareholders for their strong support of this Transaction, and for their patience throughout the process," said Christopher Locke, President and Co-Founder of PopReach. "We are working hard to close the RTO and expect our shares to resume trading in the coming weeks."
Added Jon Walsh, CEO and Co-Founder of PopReach, "Everything we've seen from the Federated Foundry team and their portfolio companies has us excited for our business combination and the pipeline of opportunities under the broadened PopReach mandate. This transformational deal greatly increases our scale, cash flow generation, and ability to grow across the digital media ecosystem, positioning us to lead the wave of consolidation that is taking place in our industries."
Details of the voting results on all matters considered at the Meeting are available in the Company's report of voting results, which will be available under PopReach's profile on SEDAR at www.sedar.com.
About PopReach Corporation
PopReach, a Tier 1 Issuer on the TSX Venture Exchange, with shares also trading on OTCQX® Best Market, is a free-to-play game publisher focused on acquiring and optimizing proven franchises. The Company has to date acquired successful game franchises enjoyed by millions of players, including Smurfs' Village (IP under license), PAYDAY Crime War (IP under license), Peak - Brain Training,Kitchen Scramble, Gardens of Time, City Girl Life, War of Nations and Kingdoms of Camelot. PopReach, headquartered in Toronto, employs a team of over 130 experts in Toronto, Vancouver, London, UK, and Bangalore, India.
Additional information about the Company is available at www.sedar.com.
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.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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 in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of PopReach should be considered highly speculative.
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 terms of the Transaction and the proposed structure of the transaction.
PopReach and Federated 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, 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 PopReach or Federated to complete the transaction on the terms disclosed in this news release, or at all; the unavailability of exemptions from prospectus requirements for the issuance of PopReach shares; the risks associated with the marketing and sale of PopReach shares; 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 technology, media and digital gaming industries in general. The foregoing list of material risk factors and assumptions is not exhaustive.
PopReach 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.
SOURCE PopReach Corporation
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/March2022/23/c7340.html