IDLE Signs Letter of Intent for Reverse Takeover with Artificial Intelligence Company

Rhea-AI Summary

Idle Lifestyle Inc. (OTC: IDLSF) announced a non-binding letter of intent with Ultron Capital Corp. to initiate a reverse takeover, dated January 25, 2023. The transaction will create a new entity focused on artificial intelligence, utilizing machine learning to enhance decision-making in education. The completion of this transaction is conditional on exchange and shareholder approvals, and no guarantees can be made regarding its successful execution. The company will provide further announcements detailing the transaction once the definitive agreement is signed.

Positive

• Proposed reverse takeover with Ultron could enhance business operations in the AI education sector.
• Potential to improve operational efficiency and decision-making through AI technology.

Negative

• Completion of the Proposed Transaction is uncertain and requires multiple approvals.
• Risks associated with the reliance on forward-looking statements, which may not materialize.

‎VANCOUVER, BC, Jan. 27, 2023 /PRNewswire/ - IDLE LIFESTYLE INC. ("IDLE" or the "Company") (CSE: IDLE.X) ‎(FSE: 99L.F) (OTC: IDLSF) (formerly Poda Holdings, Inc.) is pleased to announce it has entered into a non-binding letter of intent with Ultron Capital Corp. ("Ultron"), dated January 25, 2023 (the "LOI") setting out the initial proposed terms and conditions pursuant to which the Company and Ultron will effect a business combination that will result in a reverse takeover of the Company by the shareholders of Ultron (the "Proposed Transaction"). The entity resulting from the Proposed Transaction (the "Resulting Issuer") will continue to carry on the business of Ultron as an artificial intelligence technology company that utilizes machine learning and natural language processing to improve efficiency, accuracy and decision-making in the education industry. The LOI was negotiated at arm's length.

The Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction mutually acceptable to the Company and Ultron. The Company intends to issue a subsequent news release with the comprehensive details regarding the Proposed Transaction, including the proposed capitalization of the Resulting Issuer, upon execution of the definitive agreement.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, exchange and shareholder approval. There can be no assurance that the Proposed Transaction will be completed as currently contemplated, or at all.

On Behalf of the Board,‎ 
Patrick Gray 
CEO and Director

IDLE Lifestyle Inc.‎
Toll-free North America: +1-833-879-7632‎ 
Outside North America: +1-406-879-7632 
investors@idle-lifestyle.com 
www.idle-lifestyle.com

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including, without limitation, statements using the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties may not proceed with the LOI and the Proposed Transaction; that the ultimate terms of the LOI and the Proposed Transaction will differ from those that are currently contemplated, and that the LOI and the Proposed Transaction will not be successfully completed for any reason. The terms and conditions of the Proposed Transaction may change based on the Company's due diligence. The Company undertakes no obligation to comment on analysis, expectations or statements made by third-parties in respect of the Company, its securities, or financial, or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this news release are reasonable, such forward looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control. The forward-looking information contained in this news release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention had has no obligation or responsibility, except as required by law, to update or revise any forward–looking information, whether as a result of new information, future events or otherwise.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or ‎accuracy of the content of this news release.‎

View original content:https://www.prnewswire.com/news-releases/idle-signs-letter-of-intent-for-reverse-takeover-with-artificial-intelligence-company-301732865.html

SOURCE Idle Lifestyle Inc.

FAQ

What is the significance of Idle Lifestyle's letter of intent with Ultron Capital Corp?

The letter of intent marks the start of a proposed reverse takeover, potentially enhancing Idle's business focusing on AI in education.

When was the letter of intent for the reverse takeover signed?

The letter of intent was signed on January 25, 2023.

What will be the focus of the resulting company after the reverse takeover?

The resulting company will focus on using machine learning and AI to improve the education sector.

What conditions must be met for the proposed transaction to be completed?

The completion is subject to exchange and shareholder approvals.

What are the risks associated with the proposed transaction?

There is no assurance the transaction will be completed as planned, and actual results may differ from expectations.