Calvin Ayre Acquires Additional Securities of TAAL Distributed Information Technologies Inc.

ST. JOHN'S, Antigua, April 28, 2021 /CNW/ - Calvin Ayre ("Mr. Ayre") announces that he has acquired additional securities in the capital of TAAL Distributed Information Technologies Inc. ("TAAL" or the "Issuer").

On May 1, 2020, Mr. Ayre was granted options to purchase 5,000 Common Shares (the "Option Grant"), which vested in full on such date. The options granted pursuant to the Option Grant are exercisable at a price of C$2.10 per Common Share, or such higher price as may be required by the Canadian Securities Exchange, and expire on May 1, 2023. Further, on March 18, 2021, Mr. Ayre acquired 2,939,828 units in the capital of the Issuer ("Units"), at a price of C$4.60 per Unit, pursuant to a public offering (the "Offering") of Units of the Issuer. Each Unit is comprised of one common share ("Common Share") in the capital of the Issuer and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price of C$6.00 per share, until the date that is 36 months from the closing of the Offering. The Offering was announced by TAAL in a press release on March 2, 2021 and the closing of the Offering was announced by TAAL in a press release on March 18, 2021. In addition, on April 26, 2021, 2,279,215 non-voting participating shares in the capital of TAAL ("NVPS") held by Mr. Ayre were exchanged for Common Shares pursuant to an exchange agreement (the "Exchange Agreement") between TAAL and Mr. Ayre dated March 9, 2020.

Prior to the events described above (the "Triggering Events"), the aggregate numbers of securities of TAAL held by Mr. Ayre were (i) 10,419,263 Common Shares and (ii) 2,279,215 NVPS. Immediately prior to the Triggering Events, Mr. Ayre held approximately 41.98% of the issued and outstanding Common Shares, and 100% of the issued and outstanding NVPS.

Pursuant to the Option Grant, Mr. Ayre acquired options to purchase 5,000 Common Shares, and pursuant to the Offering, Mr. Ayre acquired 2,939,828 Common Shares and 1,469,914 Warrants. Additionally, the 2,279,215 NVPS held by Mr. Ayre have been exchanged for 2,279,215 Common Shares. Mr. Ayre had acquired such 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. Pursuant to the Exchange Agreement, if the percentage of Common Shares held by Mr. Ayre falls below 40% of all of the issued and outstanding Common Shares (a "NVPS Exchange Event"), the NVPS will be exchanged on a one-for-one basis for such number of Common Shares issued by TAAL ("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 NVPS Exchange Event where Mr. Ayre does not hold a sufficient number of NVPS required to result in him 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.

Following the Offering and prior to the NVPS Exchange Event, Mr. Ayre held a total of 13,359,091 Common Shares, representing approximately 39.86% of the Common Shares issued and outstanding at such time. Accordingly, the Offering resulted in a NVPS Exchange Event per the Exchange Agreement. Given that following the Offering Mr. Ayre did not hold a sufficient number of NVPS required to result in him owning 45% of all of the issued and outstanding Common Shares, all of the remaining 2,279,215 NVPS held by Mr. Ayre were exchanged for Exchanged Shares.

Immediately following all three Triggering Events, Mr. Ayre holds a total of 15,638,306 Common Shares, 1,469,914 Warrants that are exercisable for Common Shares and options to purchase 5,000 Common Shares, representing beneficial ownership of approximately 43.69% of the issued and outstanding Common Shares on a non-diluted basis and approximately 45.92% of the issued and outstanding Common Shares on a partially-diluted basis. The ownership percentages described above are based on there being 35,794,510 Common Shares issued and outstanding as of the date of this press release, as disclosed to Mr. Ayre by the Issuer.

The Common Shares and Warrants that are exercisable for Common Shares are being held by Mr. Ayre for investment purposes, and the options to purchase Common Shares were granted by the Issuer in connection with consulting services provided by Mr. Ayre to the Issuer. Mr. Ayre expects to monitor the business, prospects, financial condition and potential capital requirements of the Issuer, and depending on his evaluation of these and other factors, Mr. Ayre may from time to time in the future increase or decrease his direct or indirect ownership, control or direction over the Issuer's securities 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.

SOURCE Calvin Ayre

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]