POPREACH CORPORATION ("POPR")
formerly Mithrandir Capital Corp. ("GMER.P")
BULLETIN TYPE: Qualifying Transaction - Completed/New Symbol, Name Change and Consolidation, Company Tier Reclassification and Resume Trading
BULLETIN DATE: July 6, 2020
TSX Venture Tier 1 Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing Mithrandir Capital Corp.'s (the "Company") qualifying transaction ("Transaction") described in its Filing Statement dated June 26, 2020 (the "Filing Statement"). As a result, at the opening on Wednesday, July 8, 2020, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Company acquired all of the issued and outstanding shares of PopReach Incorporated ("PopReach") by way of a three-cornered amalgamation of PopReach and a wholly-owned subsidiary of the Company, and issued 48,233,937 post-consolidated common shares in the capital of the Company ("Resulting Issuer Shares") to the shareholders of PopReach (including from conversion of PopReach debentures, as summarized below). Pursuant to the Transaction, all shareholders of PopReach exchanged their common shares in the capital of PopReach ("PopReach Shares") at an exchange ratio of 7.62 Resulting Issuer Shares for every one PopReach Share held. In addition, all outstanding options, warrants (including from conversion of PopReach debentures, as summarized below) and broker warrants of PopReach were exchanged for economically equivalent securities of the Company based on the same exchange ratio.
In connection with, and immediately prior to the closing of, the Transaction, all of PopReach's existing convertible debentures, including all accrued and unpaid interest thereon, were converted in accordance with their terms into an aggregate 1,016,536 PopReach Shares and 1,016,536 warrants to acquire PopReach Shares. All such shares and warrants were exchanged into Resulting Issuer Shares and warrants to acquire Resulting Issuer Shares, respectively, pursuant to the Transaction and based on the same exchange ratio noted above.
Immediately prior to the closing of the Transaction, the Company completed a consolidation of its common shares (the "Consolidation") on the basis of eight (8) pre-Consolidation common shares to one (1) post-Consolidation common share in the capital of the Company, and upon closing, changed its name from "Mithrandir Capital Corp." to "PopReach Corporation".
As a result of the Transaction, an aggregate of 34,642,052 Resulting Issuer Shares are escrowed pursuant to an Exchange Tier 1 Value Escrow Agreement. In addition, 1,250,000 Resulting Issuer Shares remain subject to the CPC Escrow Agreement (as defined in the Filing Statement).
The Resulting Issuer is classified as a Tier 1 Issuer: "video game publisher" (NAICS Number: 511212).
For further information, please refer to the Filing Statement, which is available on SEDAR.
Resume Trading
Further to the Exchange's Bulletin dated November 11, 2019, trading in the Resulting Issuer Shares will resume at the opening on Wednesday, July 8, 2020.
Effective at the opening on Wednesday, July 8, 2020, the trading symbol for the Company will change from "GMER.P" to "POPR".
Name Change and Consolidation
At the annual and special meeting of shareholders on February 12, 2020, shareholders approved a special resolution approving the Company's capital consolidation on the basis of 8 pre-consolidation shares for 1 post-consolidation share and a special resolution approving the Company's name change. Upon closing of the Transaction, the name of the Company has been changed from "Mithrandir Capital Corp." to "PopReach Corporation".
Effective at the opening on Wednesday, July 8, 2020, the shares of PopReach Corporation will commence trading on the Exchange and the shares of Mithrandir Capital Corp. will be delisted.
Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective Wednesday, July 8, 2020, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
Capitalization: Unlimited number of common shares with no par value of which 51,983,937 shares are issued and outstanding
Escrow: 35,892,052 common shares
Transfer Agent: TSX Trust Company
Trading Symbol: POPR (new)
CUSIP Number: 73319W102 (new)
Issuer Contact: Christopher Locke
Issuer Address: 1 University Avenue, 3rd Floor, Toronto, ON M5J 2P1
Issuer Phone Number: 416-582-5918
Issuer Email: clocke@popreach.com
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