PopReach Announces Proposed Independent Directors

/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

Experienced nominees bring deep sector, financial, and corporate development expertise to guide the Company's broader technology and media growth strategy  

TORONTO, Oct. 29, 2021 /CNW/ - PopReach Corporation  ("PopReach" or the "Company") (TSXV: POPR) (OTCQX: POPRF) is pleased to announce that, subsequent to its press release issued on August 17, 2021 announcing the proposed combination of PopReach with 2810735 Ontario Inc. d/b/a Federated Foundry ("Federated") to form a leading, publicly-listed Canadian technology and media enterprise (the "Transaction"), PopReach and Federated have agreed on the full slate of nominees for the seven-member board of directors of the resulting issuer of the Transaction (the "New Board").

As required by the policies of the TSXV, trading in the common shares of PopReach ("PopReach Shares") will remain halted until, among other things, PopReach completes certain regulatory filings in connection with the Transaction and the TSXV has completed certain matters it considers necessary or advisable; management expects trading of PopReach Shares to remain halted until the completion of the Transaction.

Proposed Board of Directors of the Resulting Issuer

Pursuant to the terms of the definitive agreement for the Transaction, as announced by press release on October 18, 2021, the New Board will consist of seven members: three nominees from PopReach (being Christopher Locke, Jon Walsh, and Mike Vorhaus) and four from Federated (being Ted Hastings, and three independent directors).  PopReach and Federated have agreed that the persons proposed to be the three independent directors are Mr. Ben Colabrese, Ms. Natasha De Masi and Mr. Iain Klugman.

"Our combination with Federated is a transformational deal that brings critical mass in complementary markets," said Mike Vorhaus, Interim Chairman of PopReach. "The opportunity to add this deeply experienced slate of new directors will serve the Company well as we embark on our expanded growth strategy."

The seven nominees, four of whom are independent, collectively bring extensive technology, media, financial, M&A, and public company expertise to the resulting issuer.  In addition to an overview of the skills, experience and expertise of Messrs. Hastings, Locke, Vorhaus (independent), and Walsh, as set out in the August 17, 2021 press release, the following are highlights of the nominees as the three additional independent directors.

Ben Colabrese (Ontario, Canada)
Mr. Colabrese is the Executive Vice President – Finance of The Toronto Blue Jays Baseball Club, which is wholly owned by Rogers Communications Inc. (NYSE: RCI). He is responsible for all financial matters at the Blue Jays including all reporting to the parent company and Major League Baseball. Mr. Colabrese has been with Rogers since 2015 where he held the roles of Vice President and General Manager of Mobilicity (which Rogers acquired in 2015), and then Senior Vice President Finance for the X1 Syndication Program, before moving to his current role with the Blue Jays.

Natasha De Masi (Texas, United States)
Ms. De Masi is based in Austin where she manages compensation for the global business group function at Facebook. Previously she was chief of staff to the Chief People Officer at Visa, and also served as director of global talent management at Visa. Prior to transitioning to HR, Ms. De Masi spent over a decade in investment banking and capital markets at Bank of America Merrill Lynch and Royal Bank of Canada. Additionally, she serves as a venture partner at Impact Venture Capital. Ms. De Masi holds an AB from the University of Chicago and an MBA from the Wharton school at the University of Pennsylvania.

Iain Klugman (Ontario, Canada)
Mr. Klugman is a world-leading innovation strategist and business advisor. For nearly two decades he was the CEO of Communitech - one of North America's leading tech organizations. Under his leadership, Communitech supported the growth of more than 5,000 small, mid-sized and large technology companies that collectively raised over $5B in venture capital and created 22,000 jobs. Over the past 30 years, Mr. Klugman has been involved as Board Member (or Board Chair) of 27 different organizations, including national & regional corporations and social, university & business organizations. Mr. Klugman holds an MBA from Laurier University, an MPA from Dalhousie University, and has completed executive education programs at Rotman School at University of Toronto and the Wharton School at the University of Pennsylvania.

The election of the seven nominees for the New Board, along with the Transaction, require approval of the shareholders of PopReach.  PopReach will seek approval of its shareholders at an annual general and special meeting of shareholders as soon as reasonably practicable, and will prepare an information circular for such meeting containing details regarding the Transaction, the proposed directors, as well as any other matters to be tabled for consideration and, if deemed appropriate, approval by the shareholders of PopReach.  The information circular and other materials for such shareholders meeting will be mailed to shareholders and posted under PopReach's profile on SEDAR at www.sedar.com.

Name of Resulting Issuer

PopReach and Federated have also agreed that, upon completion of the Transaction, the resulting issuer's name will remain PopReach Corporation, trading under the current ticker "POPR" on the TSX Venture Exchange (the "TSXV"), and POPRF on the OTCQX^® Best Market.

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 over 1.9 million unique players a month, 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 

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 or filing statement to be 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.

Certain financial data contained herein is unaudited and may be subject to refinement or modification during the audit process. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be 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.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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]