Wildpack Beverage Inc. Announces Completion of Qualifying Transaction

(via TheNewswire)

Vancouver, B.C., Canada - TheNewswire – May 17, 2021. Wildpack Beverage Inc. (formerly capital pool company Ponderous Panda Capital Corp.) (“Wildpack” or the “Corporation”) (TSXV:CANS) is pleased to announce that, further to its comprehensive news release dated April 5, 2021, it has completed the acquisition of all of the issued and outstanding securities of Wildpack Beverage Alberta Inc. (“Wild”) constituting its “Qualifying Transaction” (within the meaning of the policies of the TSX Venture Exchange) (the “Qualifying Transaction”). Prior to the completion of the Qualifying Transaction, the Corporation effected a consolidation of its outstanding common shares on the basis of one post-consolidation common share for every 2.578 pre-consolidation common shares (the “Consolidation”), changed its name from “Ponderous Panda Capital Corp.” (“PPCC”) to “Wildpack Beverage Inc.” (the “Name Change”), the Name Change, among other matters, were approved by the shareholders of the Corporation at an annual and special meeting of shareholders held on May 6, 2021.

The Qualifying Transaction was completed by way of a three-cornered amalgamation (the “Amalgamation”) pursuant to which, among other things, (i) Wild amalgamated with a wholly-owned subsidiary of the Corporation, incorporated for the purposes of the Amalgamation, pursuant to the provisions of the Business Corporations Act (Alberta), and (ii) all of the outstanding common shares of Wild (“Wild Shares”) were cancelled and, in consideration therefor, the holders thereof received post-consolidation common shares of the Corporation (“Wildpack Shares”) on the basis of one Wild Share for 3.3275 Wildpack Shares (the “Exchange Ratio”). In connection with the completion of the Qualifying Transaction, the Wildpack Shares will be listed on the TSX Venture Exchange under the ticker symbol “CANS”. It is anticipated that trading of the Wildpack Shares under the new ticker symbol will commence on or about May 20, 2021.

Following completion of the Qualifying Transaction, the officers and directors of the Corporation are as follows:

• - Jeffrey Mason, Chairman and Director

  - Mitch Barnard, Chief Executive Officer and Director

  - Ryan Mason, Chief Financial Officer and Corporate Secretary

  - Stephen Fader, Chief Execution Officer and Director

  - Thomas Walker, Chief Operating Officer

  - Paul Mann, Director

  - Sean Clark, Director

  - Joseph Bubel, Director

  - Matthew Dwyer, Director

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), each of the 7,418,246 subscription receipts (the “Wild Subscription Receipts”) issued by Wild on March 31, 2021, pursuant to a brokered private placement completed by Wild through Stifel Nicolaus Canada Inc., as lead agent, will be automatically converted, without payment of additional consideration or any further action by the holders thereof, into one unit of Wild (a “Wild Unit”) in accordance with their terms. 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”). At the effective time of the Amalgamation, among other things, outstanding Wild Shares (including those Wild Shares comprising the Wild Units issued upon the automatic conversion of the Wild Subscription Receipts) and Wild Warrants were exchanged for Wildpack Shares and common share purchase warrants of the Corporation (“Wildpack Replacement Warrants”), respectively, on the basis of the Exchange Ratio. Each Wildpack Replacement Warrant entitles the holder thereof to acquire one Wildpack Share at a price of $1.10 per Wild Share at any time on or before the date which is 24 months after the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), or if a Termination Event (as defined in the Subscription Receipt Agreement) occurs, on the date which is 24 months from March 31, 2021.

No fractional Wildpack Shares were issued pursuant to the Consolidation. If, as a result of the Consolidation, a holder of pre-consolidation common shares was otherwise entitled to a fraction of a Wildpack Share, the number of Wildpack Shares issuable to such holder was rounded down to the nearest whole number. As a result of the Amalgamation, there are 66,832,202 Wildpack Shares outstanding, of which 65,643,294 Wildpack Shares, representing approximately 98.22% of the currently outstanding Wildpack Shares, are held by the former Wild shareholders.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

For further information regarding the Qualifying Transaction, Wildpack Beverage Inc. and Wildpack Beverage Alberta Inc., please see the filing statement of Ponderous Panda Capital Corp. dated May 5, 2021, which is available on SEDAR at www.sedar.com.

For further information, please contact:

Mitch Barnard

Chief Executive Officer

Wildpack Beverage Inc.

Telephone: (604) 329-6171

Email: mitch@wildpackbev.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 timing for the commencement of trading and the plans and operations of the Corporation after giving effect to the Qualifying Transaction. 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. The Corporation disclaims 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.

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

Copyright (c) 2021 TheNewswire - All rights reserved.