AMPD Ventures Raises Cad $6.94M via Oversubscribed Non-Brokered Private Placement To Invest In Metaverse Initiatives - Seite 2

In connection with the Private Placement, the Company paid certain finders CAD $189,462 in cash, and issued 631,539 Unit Warrants as finder's fees.

Insiders of the Company have subscribed for an aggregate of 1.5M Units, for aggregate proceeds of CAD $450,000, comprising 6.48% of the total amount raised.

Mr. Sheldon Inwentash directly subscribed for 500,000 Units for CAD $150,000 and ThreeD Capital Inc., a public company of which Mr. Inwentash is the Chairman and CEO, subscribed for 1M Units for CAD $300,000, decreasing Mr. Inwentash's direct and indirect holdings from 17.12% to 15.80% of the issued and outstanding shares of AMPD on a partially diluted basis, assuming the exercise of warrants and options held.

The participation of Mr. Inwentash in the private placement constitutes a "related party transaction" as such terms are defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements set out in subsection 5.5(a) and paragraph 5.7(1)(a) of MI 61-101 because the fair market value of the consideration for the securities of the Company to be issued to the insiders does not exceed 25% of its market capitalization. Participation in the private placement by insiders was approved by the disinterested directors of the Company who concluded that the private placement was entered into on market terms and was fair to minority security holders.

All securities issued under the Private Placement are subject to a four-month hold period.

As previously disclosed, the Company has signed a non-binding letter of intent ("LOI") with Departure Lounge Inc. ("Departure Lounge"), and its shareholders. Departure Lounge is a Vancouver, BC-based company pursuing various technology and content initiatives related to the development of the Metaverse. The LOI contemplates the acquisition of Departure Lounge by the Company pursuant to a definitive share purchase agreement through which the Company will acquire all the issued and outstanding shares of Departure Lounge (the "Acquisition"). The Acquisition may constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101, as James Hursthouse is the current chief strategy officer of the Company and one of the vendors in the Acquisition. The Acquisition remains subject to completion of due diligence, execution of a definitive Acquisition agreement, and receipt of any necessary regulatory and shareholder approvals. For details of the Acquisition, please refer to the Company's news release dated October 26, 2021, which is available under the Company's profile on SEDAR at www.sedar.com.