AMPD Ventures Announces Closing of Private Placement

December 14, 2020

Vancouver, British Columbia – December 14th, 2020 - AMPD Ventures Inc. (“AMPD” or the “Company”, CSE: AMPD; FRA: 2Q0) is pleased to announce that further to its news release of November 19th, 2020, and subsequent updated news release of November 27th, 2020, it has closed its previously announced private placement through the issuance of an aggregate of 4,735,500 Units at a price of CAD $0.10 per Unit for gross proceeds of CAD $473,550.

Each Unit is comprised of one common share (each a “Unit Share”) and one-half of one common share purchase warrant having an exercise price of CAD $0.15 per Share and a term of 12 months from the date of closing of the Private Placement (each a “Unit Warrant”). All securities issued under the Private Placement are subject to a four-month hold period. 

The Company intends to use the proceeds from the Private Placement for general working capital purposes.

Mr. Anthony Brown, CEO of the Company, purchased 246,050 Units under the Private Placement. Prior to the completion of the Private Placement, Mr. Brown sold 146,050 Shares for aggregate proceeds of CAD $146,050 from his personal holdings, with the proceeds from the sale being used to acquire 146,050 Units under the Private Placement.

Mr. Paul Mari, VP of Operations of the Company, purchased 100,000 Units under the Private Placement. Prior to the completion of the Private Placement, Mr. Mari sold 100,000 Shares for aggregate proceeds of CAD $10,000 from his personal holdings, with the proceeds from the sale being used to acquire 100,000 Units under the Private Placement.

Mr. John Ross, CFO of the Company, purchased 135,000 Units under the Private Placement.

Ms. Christene Best, VP of Sales of the Company, purchased 50,000 Units under the Private Placement.

The participation in the Private Placement by Mr. Brown, Mr. Mari, Mr. Ross, and Ms. Best constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

In conducting their review and approval process with respect to the sale and issuance of 2,610,500 Units to the insiders, disinterested directors of the Company (i.e., those other than the insiders participating in the Private Placement) approved such sale and issuance of Units. The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of 61-101 as, among other things, neither the fair market value of the securities issued to related parties nor the consideration for such securities exceeded 25% of the Company’s market capitalization.

Prior to the closing of the Private Placement, Mr. Brown owned or controlled 8.40% of the issued and outstanding Shares on a non-diluted basis and 15.03% on an as-converted basis. Following the closing of the Private Placement, Mr. Brown owns or controls 9.64% of the issued and outstanding Shares on a non-diluted basis and 19.26% on an as-converted basis.

Prior to the closing of the Private Placement, Mr. Mari owned or controlled 8.37% of the issued and outstanding Shares on a non-diluted basis and 9.16% on an as-converted basis. Following the closing of the Private Placement, Mr. Mari owns or controls 7.55% of the issued and outstanding Shares on a non-diluted basis and 8.44% on an as-converted basis.

Prior to the closing of the Private Placement, Mr. Ross owned or controlled 0.00% of the issued and outstanding Shares on a non-diluted basis and 0.23% on an as-converted basis. Following the closing of the Private Placement, Mr. Ross owns or controls 0.28% of the issued and outstanding Shares on a non-diluted basis and 0.49% on an as-converted basis.

Prior to the closing of the Private Placement, Ms. Best owned or controlled 0.00% of the issued and outstanding Shares on a non-diluted basis and 0.23% on an as-converted basis. Following the closing of the Private Placement, Ms. Best owns or controls 0.10% of the issued and outstanding Shares on a non-diluted basis and 0.31% on an as-converted basis.

For further details concerning the Private Placement please refer to the Company's news release dated November 19th, 2020, and the subsequent update dated November 27th, 2020.

About AMPD Ventures Inc.

AMPD specializes in providing high performance cloud and compute solutions for low latency applications, including video games and eSports, digital animation and visual effects, and big data collection, analysis, and visualization.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ “Anthony Brown”

Anthony Brown
CEO & Director
AMPD Ventures Inc.
| Tel: 604-332-3329

For more information on AMPD, please contact:

Investor Relations
Tel: 604-332-3329 ext. 3


Or visit http://www.ampd.tech

The CSE does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Statement

Certain statements made herein may contain forward-looking statements or information within the meaning of the applicable Canadian securities laws. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or information herein include, but are not limited, to statements or information with respect to the the use of proceeds of the Private Placement.

Forward-looking statements and forward-looking information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. We have made certain assumptions about the forward-looking statements and information, including the use of proceeds of the Private Placement. Although our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information will prove to be accurate. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. These risks, uncertainties and other factors include those factors discussed in the section entitled “Risk Factors” in the Company’s Form 2A Listing Statement dated October 17, 2019 and “Risk and Uncertainties" in the Company's most recent Management Discussion and Analysis filed on SEDAR.

There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on the forward-looking statements or information contained herein. Except as required by law, we do not expect to update forward-looking statements and information continually as conditions change and you are referred to the full discussion of the Company's business contained in the Company's reports filed with the securities regulatory authorities in Canada.

All forward looking statements and information contained in this News Release are qualified by this cautionary statement.

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