Calvin Ayre Acquires Additional Common Shares of TAAL Distributed Information Technologies Inc.

ST. JOHN'S, Antigua, May 1, 2020 /CNW/ - Calvin Ayre ("Mr. Ayre") announces that he has acquired, on May 1, 2020, 9,256,763 additional common shares ("Common Shares") in the capital of TAAL Distributed Information Technologies Inc. ("TAAL" or the "Issuer") pursuant to the conversion (the "Conversion") of a C$24,148,077.01 principal amount (the "Principal Amount") unsecured convertible debenture (the "Debenture") that matured on May 1, 2020 (the "Maturity Date").

The Debenture was issued to Mr. Ayre by TAAL on May 1, 2019 (the "Issue Date") in connection with a share purchase agreement between TAAL, Mr. Ayre and Freschette Limited, dated March 22, 2019, whereby TAAL acquired all of the issued and outstanding securities of Freschette Limited, a company wholly-owned by Mr. Ayre, on the Issue Date. The purchase price for the shares of Freschette Limited was satisfied by TAAL issuing the Debenture.

Pursuant to the terms of the Debenture, repayment of the C$24,148,077.01 Principal Amount and C$3,622,211.55 in accrued interest was satisfied on the Maturity Date by TAAL issuing to Mr. Ayre 9,256,763 Common Shares, which reflected a valuation of C$3.00 per Common Share.

Immediately prior to the Conversion, the aggregate number of securities of TAAL held by Mr. Ayre was (i) 1,162,500 Common Shares, (ii) the Debenture, pursuant to which a maximum of 9,256,763 Common Shares were issuable upon Conversion, and (iii) 2,279,215 non-voting participating shares ("NVPS"). Accordingly, prior to the Conversion, Mr. Ayre beneficially held up to 10,419,263 Common Shares, representing approximately 45.1% of the issued and outstanding Common Shares, assuming the Debenture was fully converted into Common Shares at a conversion price of C$3.00. Excluding the Common Shares issuable pursuant to the Debenture, immediately prior to the Conversion, Mr. Ayre held 8.41% of the issued and outstanding Common Shares and 100% of the issued and outstanding NVPS. Immediately after the Conversion, Mr. Ayre holds a total of 10,419,263 Common Shares, representing approximately 45.1% of the issued and outstanding Common Shares.

Mr. Ayre acquired all of the 2,279,215 issued and outstanding NVPS at a price of C$2.41 per share on March 9, 2020 pursuant to an asset purchase agreement dated February 7, 2020 between Mr. Ayre, the Issuer, Tansley Equipment Limited, Fractical Sense Limited and Laser Lollypop. As of May 2, 2020, the NVPS will be exchangeable for Common Shares in accordance with an exchange agreement ("Exchange Agreement") between TAAL and Mr. Ayre dated March 9, 2020.

Pursuant to the Exchange Agreement, if, on or after May 2, 2020, the percentage of Common Shares held by Mr. Ayre falls below 40% of all of the issued and outstanding Common Shares (a "Trigger Event"), the NVPS will be exchanged on a one-for-one basis for such number of Common Shares issued by TAAL (the "Exchanged Shares") as will result in Mr. Ayre owning, together with any Common Shares already held by him, 45% of all of the issued and outstanding Common Shares. In the event of a Trigger Event where Mr. Ayre does not hold a sufficient number of NVPS required to result in Mr. Ayre owning 45% of all of the issued and outstanding Common Shares, then all of the remaining NVPS held by Mr. Ayre will be exchanged for Exchanged Shares.

The Common Shares are being held by Mr. Ayre for investment purposes. Mr. Ayre expects to monitor the business, prospects, financial condition and potential capital requirements of the Issuer, and depending on its evaluation of these and other factors, Mr. Ayre may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over the Common Shares through market transactions, private agreements, subscriptions from treasury or otherwise.

The Issuer's head office address is located at 1800 - 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedar.com or contact:

Calvin Ayre
44 Church Street
St. John's, Antigua
[phone]

SOURCE Calvin Ayre