Veridyne Power Corp. entered into a letter of intent to acquire Ponderous Panda Capital Corp. (TSXV: PPCC.P) from David W. Smalley, Andrew T. Hunter and others in a reverse merger transaction on August 26, 2019. Pursuant to the terms of the letter of intent, Ponderous Panda and Veridyne will complete a business combination by way of a share purchase agreement whereby Ponderous Panda will acquire all the shares of Veridyne. Veridyne’s shareholders will receive one common share of Ponderous Panda for every Veridyne share currently held. Ponderous Panda will issue an aggregate of 33.9 million common shares to Veridyne shareholders. The transaction shares may be subject to resale restrictions as required under the applicable securities legislation and the TSX Venture Exchange and may also be subject to escrow restrictions as required by the TSX Venture Exchange. Prior to or concurrent with the closing of the proposed transaction, either Veridyne or Ponderous Panda, or a combination of the two will complete a financing or financings (debt or equity) (Private Placement) for up to CAD 5.3 million at a price of not less than CAD 0.53 per share. The number of the outstanding shares issued to Veridyne shareholders as consideration will be adjusted accordingly to account for any common shares issued by Veridyne in connection with the private placement. In connection with the transaction, Ponderous Panda will change its name to a name acceptable to Veridyne and Ponderous Panda, subject to approval by the applicable regulatory authorities. It is expected that upon completion of the transaction, the resulting issuer will be listed as a tier 2 diversified industries issuer on the TSX Venture Exchange. Upon completion of the transaction, the business of Veridyne will become the business of Ponderous Panda. The parties have agreed that a CAD 0.25 million break fee will be payable in the event either party decides to terminate the letter of intent. Michael B. Harrison will serve as Director, Rodney W. Reum as Chairman, President and Director, David W. Smalley as Director and General Counsel, Andrew T. Hunter as Corporate Secretary, Peter A. Hogendoorn as Chief Executive Officer, Nicolette A. Keith as Chief Financial Officer, Larry K. Doan as Director and David Weaver as Director, of the resulting issuer. Completion of the transaction is subject to a number of conditions, including all necessary approvals of the TSX Venture Exchange and all other regulatory authorities and third parties, the approval or consent by shareholders of Veridyne and of the majority of the minority shareholders of Ponderous Panda, change of name of Ponderous Panda, consummation of private placement, consummation of due diligence investigation and TSX Venture Exchange having conditionally accepting the common shares of the resulting issuer for listing, subject to the resulting issuer fulfilling the listing requirements. The transaction was approved by the Board of Ponderous Panda. Veridyne Power Corp. cancelled the acquisition of Ponderous Panda Capital Corp. (TSXV: PPCC.P) from David W. Smalley, Andrew T. Hunter and others in a reverse merger transaction on March 25, 2020. As of March 25, 2020, the letter of intent has expired and will not be extended by the parties.