Vancouver, BC - TheNewswire - April 27, 2021 - PODA TECHNOLOGIES LTD. ("Poda" or the "Company") is pleased to announce that they have completed the plan of arrangement (the "Arrangement Agreement") previously announced on February 8, 2021. Poda Lifestyle and Wellness (“Poda Lifestyle”) (formerly Gamora Capital Corp.) has acquired 100% of the outstanding share capital of Poda. The terms of the Arrangement Agreement are consistent with the Information Circular posted on the Company’s SEDAR profile on February 25, 2021.  

Poda Lifestyle is pleased to announce that it has received conditional approval from the Canadian Securities Exchange (the “CSE”) for the listing (“Listing”) of the shares of the Company (the “Shares”) subject to satisfying the listing requirements of the CSE under the symbol PODA.

Debt Assignments

On March 30, 2020, the Company completed an assignment agreement whereby it assigned liabilities totaling $2,445,721 and convertible debentures with a principal balance of $550,000 to Poda Lifestyle.

On Behalf of the Board,

Ryan Selby

CEO, Director, and Chairman of the Board

Poda Lifestyle and Wellness Ltd.

101-334 East Kent Avenue South

Vancouver, BC, V5X 4N6, Canada

Toll-free North America: +1-833-TRY-PODA (879-7632)

Outside North America: +1-406-TRY-PODA (879-7632)

investors@podalifestyle.com

www.podalifestyle.com

About Poda Lifestyle

Poda Lifestyle is actively engaged in the global commercialization of heat-not-burn (“HNB”) smoking products, which have the potential to reduce the risks associated with combustible smoking products. The Company has developed a patented HNB system that uses proprietary biodegradable single-use pods, which are both consumer and environmentally friendly. The innovative design of the Company’s HNB platform prevents cross-contamination between the heating devices and the pods, eliminating all cleaning requirements and providing users with the most convenient and enjoyable potentially-reduced-risk smoking experience. Poda Lifestyle’s HNB system is fully patented in Canada and is patent pending in 65 additional countries, covering over 70% of the global population. The Company’s Poda Pods are the FIRST and ONLY cigarettes to have a completely closed end. This exclusive design entirely eliminates all cleaning requirements and provides a truly ashless HNB cigarette. Poda Lifestyle’s fully-patented system is truly one of a kind and solves the major pain-point that ALL other HNB products suffer from – DAILY CLEANING REQUIREMENTS. The Company’s flagship Beyond Burn™ Poda Pods contain a unique tobacco-free blend of pelletized tea leaves infused with synthetic nicotine, which provides adult smokers with a smoke-free alternative to their regular habit without sacrificing the satisfaction they’re accustomed to. Beyond Burn™ Poda Pods have been expertly crafted to mimic the sensorial experience of traditional cigarettes without the smoke, without the smell, and without the tobacco.

Completion of the Listing is subject to a number of conditions. There can be no assurance that the Listing will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Listing Statement (or other disclosure documents to be prepared by the Company) to be prepared in connection with the Listing, any information released or received with respect to the Listing may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The CSE has not in any way passed upon the merits of the Listing and have neither approved nor disapproved the contents of this press release. Approval of the CSE for the listing of the Shares will be subject to, among other things, satisfying the listing requirements of the CSE. There can be no assurance that the approval of the CSE regarding the listing of the Shares will be obtained.

All information contained in this news release with respect to the Company was supplied by the Company for inclusion herein, and the Company’s directors and officers have relied on each other for any information concerning such party.

Forward-Looking Statements This news release contains forward-looking statements relating to the timing and completion of the Listing and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company include the failure to satisfy the conditions to completion of the Listing set forth above and other risks detailed from time to time in the filings made by the Company under securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Listing will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.