Hydaway Digital
May 21, 2025
May 21, 2025 – Vancouver, British Columbia. Hydaway Digital Corp. (the “Company”) (TSX-V: HIDE.P) is pleased to announce that, further to its news releases dated September 4, 2024, October 18, 2024 and March 17, 2025, it has completed its acquisition of DMT Digital Corp. (“DMT”), a company incorporated in British Columbia, which transaction constituted the Company’s “qualifying transaction” (the “Qualifying Transaction”) pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”).
May 21, 2025 – Vancouver, British Columbia. Hydaway Digital Corp. (the “Company”) (TSX-V: HIDE.P) is pleased to announce that, further to its news releases dated September 4, 2024, October 18, 2024 and March 17, 2025, it has completed its acquisition of DMT Digital Corp. (“DMT”), a company incorporated in British Columbia, which transaction constituted the Company’s “qualifying transaction” (the “Qualifying Transaction”) pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”).
Pursuant to the amalgamation agreement dated August 30, 2024, as amended on October 16, 2024, December 13, 2024 and March 19, 2025 (the “Amalgamation Agreement”) among the Company, 1491386 B.C. Ltd., a wholly-owned subsidiary of the Company (“Hydaway Sub”), and DMT, the Company acquired all of the issued and outstanding common shares of DMT (the “DMT Shares”) by means of a “three-cornered amalgamation” (the “Acquisition”) whereby Hydaway Sub and DMT amalgamated and continued as DMT Digital Corp. (“Amalco”), a wholly-owned subsidiary of the Company.
Final acceptance by the Exchange of the Qualifying Transaction will occur upon issuance of the Qualifying Transaction’s final bulletin (the “Final Bulletin”). Subject to issuance of the Final Bulletin, trading in the common shares of the Company (the “Common Shares”) is expected to begin on the Exchange under the Company’s new name “Hydaway Digital Corp.” and new trading symbol “HIDE” at the opening of markets on or about May 23, 2025. Shareholders of the Company are not required to take any action with respect to the name change and are not required to exchange their existing share certificates for new certificates bearing the Company's new name.
Additional details of the Qualifying Transaction and related matters are set out in the filing statement of the Company dated March 14, 2025 (the “Filing Statement”). A copy of the Filing Statement can be found on the Company’s SEDAR+ profile at www.sedarplus.ca.
Terms of the Qualifying Transaction
Pursuant to the Amalgamation Agreement:
In consideration of DMT, each holder of the common shares of DMT (a “DMT Shareholder”) received one (1) Common Share for every one (1) DMT Share held, and the DMT Shareholders received an aggregate of 15,250,000 Common Shares.
The Common Shares issued to each DMT Shareholder were subject to voluntary restrictions on resale, of which 20% of the Common Shares will be released on the date that is one (1) month following the closing of the Acquisition (the “Closing”) and an additional 20% of the Common Shares will be released every month thereafter, unless such DMT Shareholder held less than 5,000 Common Shares immediately following the Closing.
In consideration of DMT, the holders of the common share purchase warrants (the “DMT Warrants”) of DMT (the “DMT Warrantholders”) received Common Share purchase warrants of the Company (“Warrants”) exercisable to acquire such number of Common Shares as is equal to the number of DMT Shares issuable under each such DMT Warrant previously held by such DMT Warrantholder at an exercise price per Common Share equal to the exercise price of such DMT Warrant per DMT Share until the expiry time of such DMT Warrant, and the DMT Warrantholders received an aggregate of 9,750,000 Warrants, with each Warrant exercisable at a price of $0.40 per Common Share until June 20, 2025.
The Company completed a concurrent private placement (the “Concurrent Private Placement”) of 5,130,000 Common Shares at a price of $0.10 per Common Share for aggregate gross proceeds of $513,000. The net proceeds of the Concurrent Private Placement will be used for the continued development and expansion of the Company’s computer rendering business following the Acquisition and general working capital purposes. In connection with the Concurrent Private Placement, the Company paid an aggregate of $5,520 in finders fees. All securities issued pursuant to or in connection with the Concurrent Private Placement are subject to resale restrictions for a period of four months from the date of issue.
In connection with the Acquisition:
The Company changed its name to “Hydaway Digital Corp.”.
As disclosed in the Filing Statement, an aggregate of 1,973,500 Common Shares and 1,750,000 Warrants are subject to the escrow requirements under a Value Security Escrow Agreement (as defined in the policies of the Exchange) and an aggregate 2,000,001 Common Shares and 275,000 stock options are subject to the escrow requirements under a CPC Escrow Agreement (as defined in the policies of the Exchange).
The Company appointed Karl Kottmeier, the Chief Executive Officer and a director of DMT, as the Chief Executive Officer and a director of the Company, Natasha Tsai, the Chief Financial Officer of DMT, as the Chief Financial Officer and Corporate Secretary of the Company and Christian Vassos as the Chief Technology Officer of the Company. Robin Gamley resigned as the Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company and Gregory Bronson resigned as a director of the Company. Robin Gamley and Michael Leo continued as directors of the Company.
About the Company
The Company is a computer rendering service provider located in Kelowna, British Columbia. Computer rendering is the process of generating an image or animation using a computer program, often referred to as a rendering engine, which involves using mathematical calculations and algorithms to create digital models or objects, scenes and environments that can be manipulated and viewed from different angles and perspectives. Lighting, materials, textures and other techniques are used in computer rendering to make the images and animations look realistic and visually appealing.
For more information, please contact:
Karl Kottmeier, Chief Executive Officer
208A 980 West 1st Street,
North Vancouver
BC V7P 3N4
Phone number: 604.689.7422
Forward-Looking Statements
This news release includes certain statements that may be deemed “forward-looking statements”, including statements respecting the services to be provided the Company and the consideration to be paid to the Company. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.