Pesa Corporation Announces Amended and Restated Rights Offering

Toronto, Ontario--(Newsfile Corp. - May 5, 2021) - Pesa Corporation ("Pesa" or the "Company") announces it has amended its rights offering ("Amended Rights Offering") to offer Common Shares rather than Class A Preference Shares as set out in the Company's management information circular dated April 19, 2021 in connection with the annual and special meeting (the "Meeting") of the Company's shareholders to be held on May 21, 2021.

Under the Amended Rights Offering, the Company will offer shareholders in eligible jurisdictions the opportunity to acquire Common Shares of the Company rather than a new class of shares to be created, subject to shareholder approval, being Class A Preference Shares, on the same terms and conditions as the original rights offering. Holders of rights can subscribe for Common Shares of the Company at a price of $0.05 per share. The rights offering is being conducted in Canada only. Insiders of the Company will be restricted from increasing their proportionate interest in the Company through the exercise of rights. Neither the Common Shares of the Company, nor the rights offered are listing for trading on any stock exchange.

Details of the Amended Rights Offering are set out in the amended and restated rights offering notice and circular dated May 3, 2021 which are available under Pesa's profile at www.sedar.com.

There are currently 30,733,825 Common Shares of Pesa issued and outstanding. If all of the rights issued under the rights offering are validly exercised, the offering will raise gross proceeds of approximately $1,536,691. The net proceeds of the rights offering will be used mainly for software development and with the balance to support working capital.

At the Meeting, shareholders will be asked to approve the amendment of the Company's articles by creating the new Class A Preference Shares, though shareholders will not be offered rights to subscribe for the Class A Preference Shares. The Company has no present intention to issue Class A Preference Shares, if approved by shareholders. The Company may in the future issue Class A Preference Shares for future financings of the Company. The Company believes the liquidation preference of the Class A Shares over Common Shares could provide an incentive for potential investors.

Forward-Looking Information

This news release includes "forward-looking information," as such term is defined in applicable securities laws. Forward-looking information includes, without limitation, discussion of financial results or the outlook for the business, risks associated with its financial results and stability, the rights offering, use of funds, maintaining adequate working capital and raising further capital on acceptable terms or at all, and other similar statements concerning anticipated future events, conditions or results that are not historical facts. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward-looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news release and represent the Company's judgement as of the date of this new release, and the Company is under no obligation to update or alter any forward-looking information.

Contact Information:

Ricky Ng, Chief Financial Officer: [email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/83067.