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Alexandra Announces Proposed Acquisition, Change of Business and Name Change

Vancouver, British Columbia–(Newsfile Corp. – June 21, 2018) – Alexandra Capital Corp. (CSE: AXC) (OTCQB: AXDRF)(“Alexandra“)  management is pleased to announce that the Company has entered into a definitive agreement dated June 21, 2018 (the “Purchase Agreement”) with the shareholders of Plymouth Rock Technologies Inc. (“Plymouth Rock”), a Maryland corporation which is developing certain systems and technologies related to remotely detecting assault firearms, suicide bombs and other threats concealed on the person or a carry bag. Plymouth Rock and its shareholders are at arm’s-length to the Company. The transaction, which is subject to regulatory and final closing conditions, constitutes a “Change of Business” (as defined in the policies of the Canadian Securities Exchange) that will see the Company transition from a resource issuer to a technology issuer and will require the approval of the shareholders of the Company.

The Transaction

Under the terms of the Purchase Agreement, the Company will acquire 100% of the issued and outstanding common shares of Plymouth Rock from shareholders Dana Wheeler, Carl Cagliarini and Dr. Stuart Harmer (together the “Sellers”), in consideration of the issuance of 3,000,000 common shares (the “Consideration Shares”) of the Company. The Consideration Shares will be subject be subject to a resale restricted period of four months from the closing of the transaction and will bear a restrictive legend to this effect. The Consideration Shares may be required by the Exchange to be held in and subject to escrow or pooling.

The Company will engage Mr. Dana Wheeler as President and CEO of the Company following closing of the transaction, and he will be appointed to the board of directors of the Company. Mr. Wheeler is a recognized industry veteran with over 35 year’s experience in RF, Microwave and Millimeter-wave technologies. He has a proven track record of successful start-ups, mergers and acquisitions. He has held positions with M/A-Com, Millitech, Lockheed Martin, Harmonix Corp (HXI), Terabeam, Proxim and was the founder of Radio Physics Inc. Mr. Wheeler is a graduate of the University of Massachusetts, Dartmouth.

No other changes in management or the board are anticipated.

The transaction is subject to a number of conditions including, but not limited to: requisite regulatory, corporate and third-party approvals, including Exchange approval; all required board approvals; and completion of due diligence investigations to the satisfaction of the board of directors of the Company and the Sellers.

Plymouth Rock

Plymouth Rock is focused on developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. Plymouth Rock focuses on detection methods without the need for a checkpoint or the compliance of the suspect who is being screened. Plymouth Rock’s planned technologies encompass the very latest radar technologies and remote trace analysis methods for quickly detecting, locating and identifying the presence of threats.

Plymouth Rock’s core technologies include: (1) Wi-Fi radar techniques for threat detection screening in Wi-Fi enabled zones in buildings and places, such as airports, shopping malls, schools and sports venues (the “Wi-Ti”); and (2) A Millimetre Wave Airborne Thermographic Inspection Lightweight Diffraction Antenna that can be mounted on drones (“Miriad”).

In addition to the above technologies Plymouth Rock also has access to a so-called “shoebox scanner”. The “shoe-scanner” concept is essentially an RF imager that uses microwave radar to detect threat materials hidden in footwear without the subject removing that footwear for x-ray analysis.

The threat detection systems market is led by the public infrastructure which is further segmented into airports, railway stations, sports stadiums, shopping malls, pilgrimages, and others. The high demand for threat detection devices from airports and shopping malls, especially for explosive detectors, video surveillance systems, and biometric systems, is one of the major factors driving the growth of the threat detection systems market for the public infrastructure application.

Change of Name

The Company intends to change its name from Alexandra Capital Corp. to Plymouth Rock Technologies Inc. The Company will reserve an appropriate trading symbol to correspond with the name change. Both the change of name and change of trading symbol are subject to approval by the Exchange.

ON BEHALF OF THE BOARD OF DIRECTOR

“Vivian Katsuris”

Vivian Katsuris
President, Secretary & Director

For further information contact:

Mr. Jeremy Poirier
+1 (604)722-9842

Ms. Vivian Katsuris
+1 (604)729-2500

(Not for dissemination in the United States of America)

Forward Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “predicts”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.  A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.  

 

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