PopReach Incorporated entered into a letter of intent to acquire Mithrandir Capital Corp. (TSXV:GMER.P) in a reverse merger transaction on November 11, 2019. PopReach Incorporated entered into a definitive agreement to acquire Mithrandir Capital Corp. (TSXV:GMER.P) in a reverse merger transaction on June 26, 2020. The acquisition will take place by way of a three-corner amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed by the parties. Immediately prior to the transaction, Mithrandir shall complete a share consolidation on the basis of one new share for every eight outstanding Mithrandir shares. Post share consolidation, Mithrandir shall have 3.75 million common shares issued and outstanding. Pursuant to the transaction: (i) holders of issued and outstanding PopReach Shares will receive 7.62 Mithrandir Shares (post consolidation) for each PopReach Share held by them; (ii) all options, warrants, debentures or other securities convertible into PopReach Shares shall be exchanged, based on the exchange ratio, for similar securities to purchase Mithrandir Shares on substantially similar terms and conditions; and (iii) any securities issued pursuant to the private placement will similarly be exchanged for securities of Mithrandir. Following the completion, Mithrandir Capital Corp. will have 51.98 common shares issued and outstanding. It is anticipated that, subject to the private placement, immediately upon completion of the transaction, existing PopReach shareholders will hold approximately 91.23% of the resulting issuer (on a non-diluted basis) with the existing shareholders of Mithrandir holding approximately 8.77%. In conjunction with, or prior to the closing of the transaction, PopReach may complete a private placement of Popreach Shares for gross proceeds of up to CAD 3 million on such other terms and conditions to be determined. Upon completion of the transaction, Mithrandir Capital Corp. will also change its name to PopReach Corporation and the resulting issuer is expected to become a Tier 1 Technology Issuer on the Exchange and the resulting issuer shares are expected to be listed on the Exchange under the trading symbol “POPR”.

The Board of the resulting issuer shall consist of two nominees from Mithrandir and three from PopReach. The Directors and Officers of the resulting issuer shall comprise Jon Walsh as Director and Chief Executive Officer, Christopher Locke as Director, President, Chief Operating Officer and Corporate Secretary, Chris Schnarr as Director, Chairman, Greg Donaldson as Chief Financial Officer, Ron Patterson and Trevor Fencott as Directors. Post-acquisition, it is intended that the address of the registered office to be changed to 1 University Avenue, 3rd Floor, Toronto, Ontario. The transaction is subject to completion of mutual satisfactory due diligence investigations of PopReach and Mithrandir, approval of the transaction by the Boards of Directors of PopReach and Mithrandir, execution of a definitive agreement, receipt of all regulatory approvals with respect to the transaction and the listing of the resulting issuer's common shares on the TSXV, shareholder approval of Mithrandir, completion of the share consolidation, Mithrandir shareholders approving a change of name and the approval of a new slate of Directors to take position at closing of the transaction. The transaction is not subject to approval of the shareholders of Mithrandir. As of February 12, 2020, the special meeting of Mithrandir Capital approved the following recommendations: elect the directors of Mithrandir, authorize a name change of Mithrandir, authorize a consolidation of the issued and outstanding common shares of Mithrandir, change the address of Mithrandir's registered office, and the adoption of a new stock option plan. As on June 18, 2020, the transaction received conditional listing approval from the TSX Venture Exchange. On March 30, 2020, LOI's original expiration date of March 31, 2020 was amended to September 30, 2020. The transaction is expected to close in the second quarter of 2020. As on June 18, 2020, the transaction is expected to close on or about June 30, 2020. Victor Liu of Goodmans LLP acted as legal advisor for PopReach Incorporated and Josh Arbuckle of Chitiz Pathak LLP acted as legal advisor for Mithrandir. TSX Trust Company acted as transfer agent for Mithrandir.

PopReach Incorporated completed the acquisition of Mithrandir Capital Corp. (TSXV:GMER.P) in a reverse merger transaction on June 30, 2020. In connection with the closing of the Qualifying Transaction, the PopReach consolidated its outstanding share capital on the basis of 1 post-consolidation common share for every 8 pre-consolidation common shares, and it will change its name to "PopReach Corporation". Subject to final approval of the Exchange and the issuance by the Exchange of the Exchange of the final exchange bulletin, the Resulting Corporation will cease to be a Capital Pool Company and the common shares will trade on the Exchange under the symbol "POPR", currently expected to be on or about July 8, 2020.