Altria Client Services Inc. agreed to acquire All Assets from Poda Holdings, Inc. (CNSX:PODA), Ryan Selby and Ryan Karkairan for approximately $100 million on May 13, 2022. Total purchase price of $100.5 million, out of which $55,275,000 of the Purchase Price to the Company (being 55% of the Purchase Price), with the balance up to US$45,225,000 to the owners, $22,675,000 of which is to be paid to the Owners on Closing (with the remaining $22,550,000 subject to escrows and holdbacks). The Asset Purchase Agreement also provides for a termination fee of $5,025,000 payable by the Company to Altria Client Services Inc. if the Asset Purchase Agreement is terminated in certain circumstances. Following completion of the transaction, it is anticipated that: Selby and Karkairan will resign from the Board within 60 days of the Closing; Aaron Bowden and Patrick Gray will remain on the Board; Bowden and Gray will appoint a third member to the Board to hold office until the next annual general meeting of Shareholders; and Gray will serve as the Chief Executive Officer of the Company and will likely be the only employee of the Company until a new Chief Executive Officer is identified. Pursuant to the Asset Purchase Agreement, PODA will change its name to Idle Lifestyle Inc. and its trading symbol to IDLE.X, and expects to trade as an inactive issuer under the policies of the Canadian Stock Exchange. The transaction is subject to approval by not less than 66.33% of the votes cast at the special meeting of Shareholders of the Company called for June 22, 2022, receipt of consents and approvals from certain governmental authorities and other parties. The Board of Poda Holdings, Inc. unanimously approved the Asset Purchase Agreement and recommends that Shareholders vote in favor of the transaction. The special committee of the Poda Holdings, Inc. Board, comprised entirely of independent Directors unanimously approved the deal. Closing is presently expected to take place in the second quarter of 2022. As of June 1, 2022, PODA HOLDINGS filed a management information circular (the "Circular") in connection with the upcoming meeting of the holders of the Company's shares (the "Shareholders") called for June 22, 2022 (the "Meeting"). As of June 22, 2022, the transaction was approved by Poda Holdings's shareholders.

Michelle Williams, Brandon Roopnarinesingh, and Greg Mumford of Stifel Nicolaus Canada Inc. are acting as financial advisors and fairness opinion providers to Poda Holdings, Inc.; and Denis G. Silva, Campbell Fitch, Sydney Kert, Kevin Fritz, Ryan Black and Morgan McDonald. Andrew D. Ledbetter of DLA Piper (Canada) LLP and DLA Piper LLP are acting as Poda Holdings, Inc.'s Canadian and United States legal counsel. Farris LLP is acting as the legal counsel to shareholders of Poda Holdings, Inc. legal counsel. Blake, Cassels & Graydon LLP is acting as legal counsel to the Special Committee. McGuireWoods LLP and Goodmans LLP are acting as Altria Client Services Inc.'s United States and Canadian legal counsel. Endeavor Trust Corporation acted as the Transfer Agent.

Altria Client Services Inc. completed the acquisition of All Assets from Poda Holdings, Inc. (CNSX:PODA), Ryan Selby and Ryan Karkairan on June 24, 2022.