Acquisition of Common Shares of GetSwift Technologies Limited by Joel Macdonald

New York, New York–(Newsfile Corp. – January 7, 2021) – This news release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report regarding the common shares (the “Common Shares“) in the capital of GetSwift Technologies Limited (the “Issuer” or “GetSwift“).

On January 4, 2021, a scheme of arrangement between the Issuer and GetSwift Limited (“GSW“) under part 5.1 of the Australia Corporations Act 2001 (Cth) (the “Arrangement“) became effective, pursuant to which Joel Macdonald is entitled to receive 7,366,764 Common Shares (the “Acquired Shares“), which will represent approximately 23.91% of the issued and outstanding Common Shares, on a non-diluted basis, upon implementation of the Arrangement, which is expected to occur on January 13, 2021 (the “Implementation Date“). In addition, Mr. Macdonald holds options of GSW, which have been amended such that, with effect upon implementation of the Arrangement, upon exercise, Mr. Macdonald will receive an aggregate of up to 142,857 Common Shares, which will represent approximately an additional 0.005% of the issued and outstanding Common Shares on a partially-diluted basis. Assuming the exercise of all GSW Options held by Mr. Macdonald following the Implementation Date, it is expected that Mr. Macdonald will hold an aggregate of 7,479,621 Common Shares, representing approximately 24.2% of the issued and outstanding Common Shares on a partially-diluted basis. Immediately prior to the Arrangement, Mr. Macdonald did not own or control any securities of the Issuer.

Pursuant to the terms of the Arrangement (i) all of the issued and outstanding fully paid ordinary shares of GSW (the “GSW Shares“) will be exchanged for Common Shares based on an exchange ratio of seven GSW Shares for each Common Share (the “Exchange Ratio“) and (ii) GSW will become a wholly-owned subsidiary of the Issuer. In addition, the terms of the options of GSW (“GSW Options“) outstanding as at January 6, 2021 (the “Arrangement Record Date“) were amended in connection with the Arrangement pursuant to agreements between GSW and each holder of GSW Options, such that, with effect following the implementation of the Arrangement, upon exercise, the holders of such GSW Options will receive, in lieu of GSW Shares, such number of Common Shares as determined by the Exchange Ratio. Pursuant to the Arrangement, the Shareholders of GSW as at the Arrangement Record Date are entitled to receive Common Shares, subject to the terms and conditions of the Arrangement, upon implementation of the Arrangement.

As at the Arrangement Record Date, Mr. Macdonald held 51,567,357 GSW Shares (the “Exchanged Shares“), entitling him to receive the Acquired Shares upon implementation of the Arrangement. In addition, Mr. Macdonald holds 1,000,000 GSW Options exercisable for an aggregate of 142,857 Common Shares following implementation of the Arrangement.

Mr. Macdonald is the President and a director, founder, and may be considered a promoter, of the Issuer and will acquire securities of the Issuer pursuant to the Arrangement in exchange for the Exchanged Shares and in connection with the exercise of the GSW Options, which securities were acquired prior to the Arrangement for investment purposes. Mr. Macdonald may in the future increase or decrease his beneficial ownership, control, or direction over Common Shares or options exercisable for Common Shares (including GSW Options), including restructuring such holdings for estate planning purposes which is currently under consideration and could result in the transfer of beneficial ownership and/or control or direction of some of Mr. Macdonald’s holdings of Common Shares, or acquire additional securities of the Issuer or dispose of securities of the Issuer either through the open market, private agreements, treasury issuances, exercise of options, convertible securities, or otherwise, in each case as investment conditions warrant and depending on market conditions, reformulation of plans and/or other relevant factors and subject to applicable securities laws.

A copy of the early warning report describing the above transaction is available on SEDAR at www.sedar.com under the profile of the Issuer. For further information or a copy of the early warning report may be obtained upon request by contacting the Issuer’s corporate secretary, Julian Rockett, at jr@karmalawyers.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/71613