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Generative AI Solutions Corp. — Capital/Financing Update 2021
Apr 30, 2021
48056_rns_2021-04-30_7c337647-e9f0-46b9-a637-0639d6879cde.pdf
Capital/Financing Update
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CHANGE IN CORPORATE STRUCTURE SECTION 4.9 NATIONAL INSTRUMENT 51-102
1. Names of the Parties to the Transaction
Poda Lifestyle and Wellness Ltd. (“ Poda Lifestyle ”) Poda Technologies Ltd. (“ Poda ”)
2. Description of the Transaction
Poda Lifestyle and Poda completed a court approved plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia) involving Poda, its shareholders and Poda Lifestyle.
Poda received shareholder approval for the Arrangement at its annual general and special meeting of shareholders held on March 19, 2021. The Supreme Court of British Columbia also granted a final order approving the Arrangement on March 24, 2021.
Pursuant to the Arrangement, Poda Lifestyle has acquired all of the issued and outstanding Poda, by way of a plan of arrangement, based on an exchange ratio of one (1) Poda multiple voting for every 1000 Poda Shares held by the former Poda Shareholders. Additional information with respect to the Arrangement is set out in the press releases of Poda dated February 8, 2021, and the Arrangement Agreement, a copy of which is available under each of Poda’s SEDAR profile at www.sedar.com.
3. Effective Date of the Transaction
April 27, 2021.
4. The Name of Each Party, if Any, That Ceased to be a Reporting Issuer After the Transaction and of Each Continuing Entity
No entity has ceased to be a reporting issuer. Poda Lifestyle will become a reporting issuer pursuant to the Arrangement and Poda continue to be a reporting issuer.
5. Date of the Reporting Issuer’s First Financial Year-End After the Transaction if Paragraph (a) or Subparagraph (b)(ii) of Section 4.9 of NI 51-102 Applies
Poda’s year-end remains January 31, 2021.
The first financial year-end of Poda Lifestyle following the completion of the Arrangement was February 28, 2022.
6. The Periods, Including the Comparative Periods, if Any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year After the Transaction, if Paragraph (a) or Subparagraph (b)(ii) of Section 4.9 of NI 51-102 Applies
Poda will file its interim financial statements for the period ended April 30, 2021 on or before June 29, 2021
MNS: 36838163.1
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Poda Lifestyle will file its interim financial statements for the period ended May 31, 2021 on or before July 30, 2021.
7. What Documents Were Filed Under NI 51-102 That Described the Transaction and Where Those Documents Can be Found in Electronic Format, if Paragraph (a) or Subparagraph (b)(ii) of NI 51-102 Applies
For further information on the Arrangement, please see the management information circular of Poda dated February 10, 2021 and filed on SEDAR under Poda’s profile on February 25, 2021, as well as the arrangement agreement dated February 8, 2021 between Poda and Poda Lifestyle filed on SEDAR under Poda's profile on February 9, 2021. Additional information can be found in Poda Lifestyle’s listing statement to be filed on SEDAR.
MNS: 36838163.1