Vancouver, B.C., Canada - TheNewswire – May 6, 2021. Ponderous Panda Capital Corp. (“PPCC”) (TSXV:PPCC.P) is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (“TSXV”) for the closing of its proposed qualifying transaction (the “Qualifying Transaction“) with Wildpack Beverage Alberta Inc. (“Wild”) and has filed its filing statement in connection with the Qualifying Transaction (the “Filing Statement”).

 

Further to its comprehensive news release dated April 5, 2021, PPCC will acquire all of the issued and outstanding securities of Wild by way of a three-cornered amalgamation whereby Wild will amalgamate with a wholly-owned subsidiary of PPCC. In connection with the Qualifying Transaction, PPCC will change its name to Wildpack Beverage Inc. (“Wildpack”) or such other name as agreed to by PPCC and Wild and accepted by the applicable regulatory authorities. It is anticipated that the common shares of Wildpack will trade under the ticker “CANS”.

 

The completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including final TSXV acceptance, and satisfaction of other customary closing conditions. Assuming all conditions for closing are satisfied, closing of the Qualifying Transaction is expected to occur on or about May 14, 2021, or such other date as PPCC and Wild may determine.

 

Results of Annual General and Special Meeting of Shareholders.

 

PPCC held its Annual General and Special Meeting on May 6, 2021. The following resolutions proposed by management of PPCC were unanimously passed:

 

1.  The number of Directors was set at five (5) and shareholders approved the re-election of Larry K. Doan, Mike Y. C. Kao, Paul M. Laur, Hooi Hing (Henry) Lee and David W. Smalley as directors.  

 

1.  To, conditional upon the completion of the Qualifying Transaction, set the number of directors of PPCC at seven (7) and to elect as replacement  directors of PPCC, Mitch Barnard, Steve Fader, Jeffrey Mason, Sean Clark, Joseph Bubel, Paul Mann, and Matt Dwyer; 

 

1.  To appoint Davidson Company LLP, Chartered Accountants, as the auditor of PPCC for the ensuing year at a remuneration to be fixed by the directors; 

 

1.  To, conditional upon the completion of the Qualifying Transaction, authorize the consolidation of the common shares of PPCC on the basis of one (1) post-consolidation common share for every 2.578 pre-consolidation common shares held. 

 

1.  To, conditional upon the completion of the Qualifying Transaction, authorize, an amendment to the notice of articles and articles of PPCC to change its name from “Ponderous Panda Capital Corp.” to “Wildpack Beverage Inc.” or such other similar name as may be determined by the board of directors of PPCC. 

 

1.  To reapprove PPCC’s existing stock option plan. 

 

1.  To, conditional upon the completion of the Qualifying Transaction, amend and restate the existing stock option plan of PPCC, so as it is replaced with an omnibus incentive plan. 

  

The shareholders approved the resolutions mentioned in paragraphs 2, 4, 5 and 7 above conditional upon the completion of the Qualifying Transaction. If the Qualifying Transaction is not completed the shareholders authorized the board of directors without further approval of the shareholders of PPCC to revoke these resolutions at any time.

 

For further information regarding the Qualifying Transaction, please refer to PPCC’s press release dated April 5, 2021 and the Filing Statement, all of which is available under PPCC’s profile on SEDAR at www.sedar.com.

For further information, please contact:

 

David Smalley

President and Chief Executive Officer

Ponderous Panda Capital Corp.

 

Telephone: (604) 684 4535

Email: david@smalleylawcorp.com

 

Neither 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 news release.

 

Forward Looking Information

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the terms, conditions and timing of the proposed Qualifying Transaction and the parties’ ability to satisfy closing conditions and receive necessary approvals, including final TSXV acceptance. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and delay or failure to receive regulatory approvals. 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. PPCC and Wild disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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