PopReach Announces Conditional TSX Venture Exchange Approval of RTO Transaction with Federated Foundry

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TORONTO, Feb. 14, 2022 /CNW/ - PopReach Corporation ("PopReach" or the "Company") (TSXV: POPR, OTCQX: POPRF) is pleased to announce that, in connection with its previously announced proposed business combination (the "Transaction") with 2810735 Ontario Inc. d/b/a Federated Foundry ("Federated"), as described in its prior press releases dated August 17, 2021, October 18, 2021, October 29, 2021 and November 29, 2021, the TSX Venture Exchange (the "Exchange") has conditionally approved the Transaction and the listing of the post-Transaction shares of the resulting issuer.  The Exchange's approval is conditional on a number of conditions being fulfilled on or prior to May 10, 2022. 

As the Transaction will be a Reverse Takeover (as defined in the Exchange policies), and as described in prior press releases dated August 17, 2021 and October 18, 2021, the Transaction will require approval of the Company's shareholders. PopReach and Federated continue to work to finalize the information circular in accordance with the policies of the Exchange, and PopReach has scheduled a special meeting of its shareholders for March 23, 2022, with a record date of February 21, 2022, to seek approval of its shareholders for the Transaction.

As described in the prior press release dated October 18, 2021, each of the directors, executive officers, and insiders of PopReach, along with a number of other long-term unrelated shareholders, holding in aggregate approximately 50.5% of the issued and outstanding PopReach shares, have executed voting support agreements in customary form whereby each such person has agreed to, as a shareholder of PopReach, vote and deliver proxies in support of the Transaction.

The information circular, which will contain details and requisite financial information regarding the Transaction, the Corporation, Federated, and the combined enterprise, is currently anticipated to be finalized and posted on SEDAR at www.sedar.com under PopReach's profile this week, followed by its mailing to shareholders, in advance of the scheduled meeting date of March 23, 2022.

In addition to obtaining approval of the Company's shareholders, the Transaction is also subject to additional closing requirements pursuant to the terms and conditions of the definitive business combination agreement dated October 18, 2021 between PopReach and Federated, as described in prior press releases dated August 17, 2021 and October 18, 2021.  A copy of the definitive business combination agreement is available on SEDAR at www.sedar.com under PopReach's profile.

As required by the policies of the Exchange, trading in the Company's shares will remain halted until, amongst other things, PopReach completes certain regulatory filings in connection with the Transaction, and the Exchange has completed certain matters it considers necessary or advisable; trading of the Company's shares may remain halted until the completion of the Transaction.

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 and shareholder approval. 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 being prepared 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, shareholder 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

PopReach Corporation: Dennis Fong, Investor Relations, [phone], [email protected]; Christopher Locke, [email protected]; Federated Foundry: Ted Hastings, [email protected]