Vancouver, B.C., Canada - TheNewswire – April 5, 2021. Ponderous Panda Capital Corp. (“PPCC”) (TSXV:PPCC.P) is pleased to announce that, further to its news releases dated January 26, 2021 and February 16, 2021, it has entered into a definitive business combination agreement dated March 30, 2021 (the “Business Combination Agreement”) with Wildpack Beverage Alberta Inc. (formerly Wild Leaf Ventures Group Inc.) (“Wild”) in connection with the proposed business combination of PPCC and Wild, which transaction (the “Qualifying Transaction”) is intended to constitute PPCC’s “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”)).

 

The Business Combination Agreement provides for, among other things, a three-cornered amalgamation (the “Amalgamation”) pursuant to which, among other things,: (a) Wild will amalgamate with a wholly-owned subsidiary of PPCC, to be incorporated for the purposes of the Qualifying Transaction, pursuant to the provisions of the Business Corporations Act (Alberta), (b) all of the outstanding common shares of Wild (each, a “Wild Share”) will be cancelled and, in consideration therefor, the holders thereof will receive post-consolidation (as described below) common shares of PPCC (each, a “PPCC Consolidated Share”) on the basis of one Wild Share for 3.3275 PPCC Consolidated Shares (the “Exchange Ratio”), and (c) the amalgamated corporation will be a wholly-owned subsidiary of PPCC. After giving effect to the Qualifying Transaction, the shareholders of Wild will collectively exercise control over PPCC.

Prior to completion of the Amalgamation, it is intended that PPCC will effect a consolidation of the outstanding PPCC Shares on the basis of one post-consolidation PPCC common share for every 2.578 pre-consolidation PPCC common shares (the “Consolidation”) and change its name to “Wildpack Beverage Inc.” or such other name as agreed to by PPCC and Wild and accepted by the applicable regulatory authorities (the “Name Change”).  

Completion of the proposed Qualifying Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals.

The Business Combination Agreement

The Business Combination Agreement contemplates that, among others, the following conditions precedent be met prior to the closing of the Amalgamation, including, but not limited to, (a) acceptance by the Exchange and receipt of other applicable regulatory approvals; (b) completion of the Wild Private Placement (as defined below); (c) receipt of the requisite approvals and completion of the Consolidation, the Name Change, the change of auditors (the “Change of Auditors”), approval of the equity incentive plan of Wild (the “Wild Omnibus Plan”), and the Wild director appointments (the “Wild Director Appointments”); (d) no adverse material change in the business, affairs, financial condition or operations of Wild or PPCC has occurred between the date of entering into the Business Combination Agreement and the closing date of the Qualifying Transaction; (e) Wild Shareholders (as defined below) (with respect to the Amalgamation) and PPCC Shareholders (as defined below) holding no more than 10% of the issued and outstanding common shares of Wild (“Dissenting Wild Shareholders”) and PPCC shall have exercised dissent rights; and (f) receipt of the requisite approval of Wild Shareholders of the Amalgamation. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

The Amalgamation will not constitute a Non-Arm’s Length Qualifying Transaction (as such term is defined in the policies of the Exchange). No person who or which is a Non-Arm’s Length Party (as such term is defined in the policies of the Exchange) of PPCC has any direct or indirect beneficial interest in Wild or its assets prior to giving effect to the Amalgamation and no such person is an insider of Wild. Similarly, there is no known relationship between or among any person who or which is a Non-Arm’s Length Party of PPCC and any person who or which is a Non-Arm’s Length Party to Wild.

If all conditions to the implementation of the Amalgamation have been satisfied or waived, PPCC and Wild will carry out the Amalgamation. Pursuant to the terms of the Amalgamation, it is expected that the following security conversions, exercise and issuances will occur among PPCC, Wild and the securityholders of Wild immediately prior to completion of the Amalgamation:

1. (a) each Wild Share (other than those held by Dissenting Wild Shareholders) outstanding immediately prior the Amalgamation (the “Effective Time”) shall be cancelled and, in consideration therefor, the holder of such Wild Share shall receive such number of fully paid and non-assessable PPCC Consolidated Shares issued by PPCC as is equal to the Exchange Ratio; 

 

1. (b) each common share in the capital of the wholly-owned subsidiary of PPCC (the “Subco Shares”) to be incorporated by PPCC pursuant to the laws of Province of Alberta (“Subco”) outstanding immediately prior the Effective Time shall be cancelled and, in consideration therefor, the corporation formed upon the amalgamation of Subco and Wild pursuant to the Amalgamation (“Amalco”) shall issue one Amalco Share to PPCC;  

 

1. (c) each stock option of Wild (the “Wild Options”) outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the holder of such Wild Option shall receive  such number of options of PPCC to acquire PPCC Consolidated Shares to be issued in replacement of the Wild Options outstanding immediately prior to the Effective Time issued by PPCC as is equal to the Exchange Ratio;  

 

1. (d) each Wild Warrant (as defined below) outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the holder of such Wild Warrant shall receive such number of warrants of PPCC to acquire PPCC Consolidated Shares to be issued in replacement of the Wild Warrants outstanding immediately prior to the Effective Time issued by PPCC as is equal to the Exchange Ratio;  

 

1. (e) each Wild Compensation Unit (as defined below) to be issued to the Agents (as defined below) in connection with the Wild Private Placement outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the holder of such Wild Compensation Unit shall receive such number of non-transferable compensation units of PPCC to be issued in replacement of the Wild Compensation Unit outstanding immediately prior to the Effective Time issued by PPCC as is equal to the Exchange Ratio;  

 

1. (f) each restricted share unit award granted by Wild (“Wild RSU”) outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the holder of such Wild RSU shall receive  such number of restricted share units of PPCC acquire (i) PPCC Consolidated Shares to be issued in replacement of the Wild RSU outstanding immediately prior to the Effective Time, or (ii) a cash equivalent or (iii) a combination thereof issued by PPCC as is equal to the Exchange Ratio;  

 

1. (g) as consideration for the issuance of PPCC Consolidated Shares to Wild Shareholders to effect the Amalgamation, Amalco will issue to PPCC one Amalco Share for each PPCC Consolidated Share so issued; and 

 

1. (h) each Wild simple agreement for future equity (each a “Wild SAFE”) shall be automatically converted into Wild Shares and such that Wild will have approximately 4,966,323 additional Wild Shares issued and outstanding. 

Based on the number of Wild Shares outstanding as of the date hereof, and assuming the conversion of each Wild Subscription Receipt (as defined below) into 0.30 of one Wild Share and 0.15 of one Wild Warrant prior to the Amalgamation, there will be approximately 66,832,202 PPCC Consolidation Shares outstanding upon completion of the Qualifying Transaction, on a non-diluted basis. On completion of the Qualifying Transaction, the current PPCC Shareholders will hold an aggregate of approximately 1,188,908 PPCC Consolidation Shares, representing approximately 1.78% of the PPCC Consolidation Shares. The current shareholders of Wild (the “Wild Shareholders”) will hold an aggregate of 65,643,294 PPCC Consolidation Shares, representing approximately 98.22% PPCC Consolidation Shares, including investors in the Wild Private Placement (as defined below) which are expected to hold an aggregate of approximately 9,532,687 PPCC Consolidation Shares, representing approximately 14.26% of the PPCC Consolidation Shares.

Upon completion of the Qualifying Transaction, it is expected that PPCC will be a Tier 2 Industrial Issuer on the Exchange.

Trading in the PPCC Shares is currently suspended and will remain suspended until completion of the Qualifying Transaction. PPCC does not intend to apply to the Exchange for reinstatement of trading of the PPCC Shares at this time.  

About PPCC

PPCC was incorporated under the Business Corporations Act (British Columbia) and is a capital pool company within the meaning of the policies of the Exchange.  PPCC has not commenced operations and has no assets other than cash.  PPCC’s principal business is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” under the Exchange Policy 2.4 – Capital Pool Companies.  

About Wild

Wild is a privately-held corporation formed by amalgamation on July 29, 2019 under the Business Corporations Act (Alberta). Wild provides middle-market beverage manufacturing and packaging services through its wholly-owned subsidiary, Wild Leaf Holdings U.S. LLC.

Wild is a middle-market beverage manufacturing company in the U.S.A. Wild has developed its business around producing a wide variety of canned beverages for many companies, in segments including alcohol, better-for-you, soda and energy. Wild provides the following services to its customers: filling, decorating and supplying aluminum cans.

Wild currently operates manufacturing facilities in Maryland and California, with a new production facility in Nevada currently under construction, anticipated to be completed in first quarter, 2021. Wild intends to build a geographic network of manufacturing locations to cover the U.S.A. middle-market beverage segment, so as to provide unparalleled service to its customers.

As of the date hereof, there are 15,370,183 Wild Shares outstanding. The following persons own, control or direct 10% or more of the outstanding Wild Shares:

Name	Number of Wild Shares	Percentage of Outstanding Wild Shares
Stephen Fader	4,796,820	31.21%

      

Summary of Financial Information

 

A summary of certain financial information for Wild, as well as Wild’s recently acquired wholly-owned subsidiary, Wild Leaf Holdings U.S. LLC., disclosed in accordance with Exchange policies, is included in the tables below:

 

Wildpack Beverage Alberta Inc	Period ended December 31, 2020	Year ended March 31, 2020
	(US$)	(US$)
Operations
Sales	8,169,080	-
Cost of Sales	7,268,308	-
General and administrative	4,170,868	1,026,387
Share-based compensation	65,753	-
Loss from operations for the period	3,466,644	1,078,989
Balance Sheet
Total assets	16,587,423	2,020,306
Total liabilities	14,865,218	627,663
Total equity	1,722,205	1,392,643

 

Further financial information will be included in the filing statement to be prepared in connection with the Qualifying Transaction.

 

Proposed Directors and Senior Management Team

Upon the closing of the Qualifying Transaction, it is anticipated that Jeffrey Mason (Chair), Paul Mann, Sean Clark, Joseph Bubel, Matthew Dwyer, Mitch Barnard and Stephen Fader will constitute the Board of Directors of PPCC. It is also anticipated that the new senior management team of PPCC will be comprised of Mitchell Barnard (Chief Executive Officer), Ryan Mason (Chief Financial Officer and Corporate Secretary), Stephen Fader (Chief Execution Officer) and Thomas Walker (Chief Operating Officer).

The following are brief resumes of the currently proposed directors and senior officers of PPCC following the Qualifying Transaction:

Mitch Barnard –Chief Executive Officer and Director

Mr. Barnard is the Chief Executive Officer of Wild.  He joined Wild in 2018 and has occupied various positions leading its sales, mergers and acquisitions and growth departments.  Mr. Barnard previously worked at a leading international law firm.

Ryan Mason – Chief Financial Officer and Corporate Secretary

Mr. Mason is the Chief Financial Officer of Wild.  He has extensive knowledge in financing, sales, operations and business strategy in his numerous entrepreneurial ventures.  Mr. Mason previously worked at a leading regional public accounting firm.

Stephen Fader – Chief Execution Officer and Director

Mr. Fader is the Chief Execution Officer of Wild.  He founded Wild following a significant exit of his business Natural Health Services. Mr. Fader has significant past experience building operating facilities in quick succession as well as project management.

Thomas Walker – Chief Operations Officer

Mr. Walker is the Chief Operations Officer of Wild.  He has built and optimized operational systems in a vast number of industries including construction, agriculture and manufacturing.  Mr. Walker previously worked at a leading international law firm.

Jeffrey Mason – Director and Chairman of the Board of Directors

Mr. Mason is a Chartered Professional Accountant (CPA) and holds an Institute of Corporate Directors (ICD.D) designation. Mr. Mason has over 25 years of public company experience in exploration, development, construction and operation for gold, silver, copper, nickel, lead, zinc, platinum group metals and diamond projects in the Americas, Asia and Africa. In 2004, he was awarded the BC Ernst & Young Entrepreneur of the Year Award in the Natural Resources category. He has expertise in exploration, construction and operations reporting, budgeting and financial systems, mergers and acquisitions, corporate finance, regulatory reporting, and corporate governance including 15 years (1994- 2008) as a Principal and Chief Financial Officer of Hunter Dickinson Inc., which included experience as Chief Financial Officer, Corporate Secretary and a director for 15 public companies listed on the TSX, the TSXV and NYSE MKT. For 8 years, Mr. Mason served as director and audit chair of TSX/NASDAQ- listed, Coastal Contacts Inc., an online e-retailer with annual sales of over $220,000,000 and 650 employees until its sale in May 2014 to Essilor International for $450,000,000. He began his career with Deloitte LLP as a Chartered Professional Accountant, followed by six years at Barrick Gold Corporation in mineral exploration, construction and operations reporting. Mr. Mason served as Chief Financial Officer of Wellgreen Platinum Ltd. from November 2012 to July 2016 and board director from November 2013 to September 2015. Mr. Mason served as director and audit chair from May 2014 to June 2017, and is now an independent board advisor of Great Panther Silver Limited, (TSX/NYSE MKT) a precious metals mines operator in Mexico and Peru, director and audit chair of Red Eagle Mining Corporation (TSX) since January 2010, a gold producer in Columbia, director of Amarc Resources Ltd. (TSXV) since September 1995, director and audit chair of Torq Resources Inc. (TSXV) since September 2017, and director and audit chair of Libero Copper Corporation (TSXV) since August 2008.

Paul Mann – Director

Chartered Accountant with extensive experience in all aspects of financial management, accounting, reporting, and securities compliance with publicly-listed companies. Articled with a Big Four firm, degree in Engineering, and experience in the mining, wholesale, and construction industries. Have worked on projects in the Americas, Asia, Africa, and Europe.

Sean Clark – Director

Sean Clark has significant experience in capital markets having fundraised over $100M in equity.  Sean Co-Founded First Block Capital, Canada’s first fully regulated crypto investment firm and created the Bitcoin Fund, which was sold to 3iQ and now is listed on the Toronto Stock Exchange trading under QBTC.TO and has achieved over $1 Billion in AUM. He was also Co-Founder and CEO of Hut 8 Mining Corp. (TSE: HUT), and Co-Founder and Director of First Coin Capital, an international ICO advisory firm which was sold to Galaxy Digital (TSE: GLXY) in January 2018 as part of its go public qualifying transaction. Sean started his career in 2008 as an analyst for Deloitte. From 2010 to 2011 he led Coastal Contact’s Australian operations where he was able to increase the company’s sales by 10X in just over a year. He then Founded SHOEme.ca in January 2012, which he sold to Shoes.com in 2014 where he became Chief Revenue Officer and achieved over $300M in revenue. Mr. Clark was in the Business in Vancouver Forty under Forty list in 2015, the winner of STARTUP 50 in 2016 and the winner of EY Entrepreneur of the Year award in 2016.

Joseph Bubel – Director

Mr. Bubel has substantial experience in the finance industry working at leading investment banks and private equity firms including Credit Suisse and KKR. Mr. Bubel is currently a real estate investor/salesperson and an angel investor.

Matthew Dwyer – Director

Mr. Dwyer is a principal at GreenSlate Development and has 10 years of experience at the ownership level in construction and manufacturing. His primary focus is on investment sales, new development and redevelopment projects. Mr. Dwyer has extensive experience in commercial real estate and managing major scale construction projects.

 

Proposed Qualifying Transaction

As the proposed Qualifying Transaction is not a “Non-Arm’s Length Qualifying Transaction” (within the meaning of Policy 2.4 of the Exchange), the Qualifying Transaction does not require approval of the shareholders of PPCC (the “PPCC Shareholders”). However, the Consolidation, the Name Change, the Change of Auditors, approval of the Wild Omnibus Plan, and the Wild Director Appointments will require the approval of PPCC Shareholders by special resolution at a special meeting of PPCC Shareholders (the “PPCC Meeting”) to be held on April 29, 2021, prior to the completion of the proposed Qualifying Transaction. Further details with respect to the matters to be approved at the PPCC Meeting are contained in the information circular prepared in connection with PPCC Meeting which is available for review on PPCC’s SEDAR profile at www.sedar.com.  

Wild Private Placement

Prior to the completion of the Qualifying Transaction, Wild is expected to complete a brokered private placement through Stifel Nicolaus Canada Inc. (the “Lead Agent”), as lead agent, Haywood Securities Inc., PI Financial Corp., Echelon Wealth Partners and Roth Canada ULC., as agents (the “Agents”), of up to an aggregate 11,111,111: (i) subscription receipts of Wild (the “Wild Subscription Receipts”); and (ii) units of Wild (the “Wild Units”, together with the Wild Subscription Receipts, the “Offered Securities”), at a price of $0.90 per Wild Subscription Receipt or Wild Unit (the “Offering Price”) for aggregate gross proceeds to Wild of $10,000,000 (the “Wild Private Placement”).

Each Wild Unit is comprised of 0.30 one Wild Share and 0.15 of one common share purchase warrant of Wild (each whole common share purchase warrant, a “Wild Warrant”). The Wild Warrants will be created and issued pursuant to the terms of a warrant indenture between Wild and Computershare Trust Company of Canada, as warrant agent. Each Wild Warrant will entitle the holder thereof to acquire one Wild Share at a price of $1.10 per Wild Share until 5:00 p.m. (Toronto Time) on the date which is 24 months after the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) are satisfied, or if a Termination Event (as defined in the Subscription Receipt Agreement) occurs, on the date which is 24 months from the closing date of the Wild Private Placement.

The Wild Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) between Computershare Trust Company of Canada, as subscription receipt agent (the “Subscription Receipt Agent”), Wild, PPCC and the Lead Agent, on its own behalf and on behalf of the Agents. Each Wild Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one Wild Unit, subject to adjustment in certain events, immediately before the completion of the Qualifying Transaction upon the satisfaction or waiver of certain Escrow Release Conditions (as defined in the Subscription Receipt Agreement) at or before 5:00 p.m. (Toronto time) on the date that is 120 days following the closing date of the Wild Private Placement (the “Release Deadline”).

In consideration for their services in connection with the Wild Private Placement, Wild is required to pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds from the sale of the Offered Securities (the “Agent’s Commission”), 50% of which commission will be paid on the closing date of the Wild Private Placement and the remaining 50% of which commission will be deposited in escrow. As additional consideration for the services of the Agents, the Agents will be granted non-transferable compensation units of Wild (the “Wild Compensation Units”) equal to 7.0% of the aggregate number of Offered Securities issued. Each Wild Compensation Unit is exercisable to acquire one Wild Unit at a price of $0.90 per Wild Unit for a period of 24 months after the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) are satisfied, or if a Termination Event (as defined in the Subscription Receipt Agreement) occurs, on the date which is 24 months from the closing date of the Wild Private Placement. The Wild Compensation Units will be exchanged for an equivalent number of compensation units of the Resulting Issuer (as defined in the Unit Subscription Agreement) pursuant to, and on completion of, the Qualifying Transaction.

Upon closing of the Wild Private Placement:

1. (a) the aggregate gross subscription proceeds from the sale of the Units, less: (i) 50% of Agents’ Commission payable in connection with the sale of the Units (the total portion of the Agents’ Commission payable in connection with the sale of the Units being referred to as the “Unit Commission Amount”), being a cash fee equal to 3.5% of the aggregate gross proceeds from the sale of the Units, which amount shall be paid to the Agents in cash upon closing of the Wild Private Placement out of the aggregate gross proceeds raised from the sale of the Units; and (ii) the balance 3.5% of the Unit Commission Amount, which amount shall be delivered to the Subscription Receipt Agent to be held in escrow in accordance with the Subscription Receipt Agreement (the Escrowed Unit Commission Amount”), shall be paid to Wild upon closing of the Wild Private Placement; and 

 

1. (b) the aggregate gross subscription proceeds from the sale of the Subscription Receipts, less: (i) 50% of the Agents’ Commission payable in connection with the sale of the Subscription Receipts, being a cash fee equal to 3.5% of the aggregate gross proceeds from the sale of the Subscription Receipts (the total portion of the Agents’ Commission payable in connection with the sale of the Subscription Receipts referred to as the “Subscription Receipt Commission Amount”), which shall be paid to the Agents in cash upon closing of the Wild Private Placement; and (ii) the agents incurred in connection with the Wild Private Placement, shall be delivered to the Subscription Receipt Agent to be held in escrow in accordance with the Subscription Receipt Agreement (the “Escrowed Subscription Receipt Proceeds”, together with the Escrowed Unit Commission Amount, the “Escrowed Funds”). 

Upon satisfaction, or waiver in whole or in part by the Lead Agent, on behalf of the Agents of the Escrow Release Conditions, the Subscription Receipt Agent will release from the Escrowed Funds: (a) to the Agents, in cash, the balance 3.5% of the Subscription Receipt Commission Amount (the “Escrowed Subscription Receipt Commission Amount”) and the Escrowed Unit Commission Amount put into escrow upon closing of the Wild Private Placement, as well as, as well as the amount equal to all Agents’ expenses incurred in connection with the Wild Private Placement and not previously paid to the Agents, and (b) to Wild, all remaining Escrowed Funds and interest earned thereon (less any amounts payable to the Subscription Receipt Agent) in accordance with and subject to the terms of the Subscription Receipt Agreement.

If a Termination Event occurs and the Escrow Release Conditions are not satisfied: (a) each Subscription Receipt shall be automatically terminated and cancelled and each subscriber shall be entitled to receive out of the Escrowed Funds and interest earned thereon, an amount equal to the aggregate Offering Price in respect of such subscriber’s Subscription Receipts, less applicable withholding taxes, if any; (b) the Escrowed Unit Commission Amount shall be paid to the Agents, in cash; (c) all expenses incurred by the Agents not previously paid to the Agents on the closing date of the Wild Private Placement will be paid to the Agents; and (d) the Escrowed Subscription Receipt Commission Amount will not be earned and will not be payable by Wild to the Agents. To the extent that the Escrowed Funds and interest earned thereon is not sufficient to return the aggregate Offering Price for the Subscription Receipts held by each subscriber, Wild shall contribute such amounts as are necessary to satisfy any shortfall.

It is intended that the net proceeds from the Wild Private Placement will be used for certain capital expenditures, potential acquisitions, working capital and general corporate purposes following completion of the Qualifying Transaction.

Sponsorship of the Amalgamation

Sponsorship of the Amalgamation, as the Qualifying Transaction of PPCC, is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. PPCC intends to apply to the Exchange for an exemption from the sponsorship requirements for the Qualifying Transaction based upon the Wild Private Placement and/or other exemptions available in Exchange policies. There is no assurance that an exemption from this requirement will be obtained.

Further Information

PPCC will provide further details in respect of the Qualifying Transaction and Wild Private Placement in due course by way of a subsequent news release, however, PPCC will make available to Exchange, all information, including financial information, as may be requested or required by the Exchange.

All information contained in this news release with respect to PPCC and Wild was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements. The Qualifying Transaction cannot close until the required Wild shareholder approval is obtained. There can be no assurance that the Qualifying Transaction or the Wild Private Placement will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular of Wild or filing statement of PPCC to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of PPCC should be considered highly speculative.

The Exchange has not in any way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

  

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

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the Wild Private Placement, including amounts anticipated to be raised thereunder, the Escrow Release Conditions and the use of net proceeds therefrom; the terms and conditions of the Qualifying Transaction, including receipt of Exchange and Wild shareholder approval; holding the PPCC shareholder meeting; the details of any securities issuances, conversions, exchanges or cancellations; the anticipated directors, officers and insiders of the Resulting Issuer; and the closing of the Qualifying Transaction. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

With respect to forward-looking statements and information contained herein, PPCC and Wild have made numerous assumptions including among other things, assumptions about general business and economic conditions of Wild and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although management of PPCC and Wild believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Wild Private Placement; risks relating to the receipt of all requisite approvals for the Qualifying Transaction, including the approval of Wild shareholders and the TSXV; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of technology or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions, the ability to obtain financing as required; and other risk factors as detailed from time to time. PPCC and Wild do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Not for distribution to U.S. news wire services or for dissemination in the United States