Pioneer AI Foundry Venture Partner, Kondor AI, Confirms Closure Date for Takeover Offer of Ora Technology

Rhea-AI Summary

Pioneer AI Foundry (PNAIF) has announced that its venture partner Kondor AI PLC will close its recommended all-share takeover offer of Ora Technology PLC on May 12, 2025, at 1:00 PM London time. As of April 25, 2025, Kondor has secured 92.54% acceptance of Ora's issued share capital, representing 193,750,092 Ora shares. Given the high acceptance rate exceeding 90%, Kondor will exercise its rights to compulsorily acquire all remaining Ora shares under the Companies Act 2006. The acquisition, initially announced on March 21, 2025, aims to integrate Ora's platform capabilities to enhance Kondor's AI-driven personalization and platform intelligence initiatives.

Positive

• High acceptance rate of 92.54% indicates strong shareholder support
• Strategic acquisition to enhance AI-driven personalization capabilities
• Compulsory acquisition rights activated, ensuring complete integration

Negative

• Remaining minority shareholders will be forced to sell their shares through compulsory acquisition

Recommended All-Share Offer to Close at 1.00 P.m. (London Time) on May 12, 2025

Vancouver, British Columbia--(Newsfile Corp. - May 6, 2025) - Pioneer AI Foundry Inc. (CBOE: JPEG) ("Pioneer" or the "Company") informs that its venture partners, Kondor AI PLC ("Kondor") and Ora Technology PLC ("Ora") have agreed on the terms of a recommended all-share offer, under which Kondor will acquire more than 50% of the entire issued ordinary share capital of Ora, which was originally announced on March 21, 2025 (read full release here). The Offer, which is being implemented by means of a takeover offer under the Companies Act 2006, will officially close for acceptance at 1.00 p.m. (UK time) on May 12, 2025.

Strong Shareholder Support

As at April 25, 2025, Kondor had received valid acceptances for 193,750,092 Ora Shares, representing approximately 92.54% of Ora's issued share capital. These include shares subject to irrevocable undertakings by Kondor Directors and shares held by parties acting in concert with Kondor.

Given that Kondor has now received acceptances exceeding 90% of the shares to which the Offer relates, and more than 90% of the associated voting rights, the Company confirms its intention to exercise its rights to compulsorily acquire all remaining Ora Shares under Chapter 3 of Part 28 of the Companies Act 2006.

"The confirmed closure date marks a strategic milestone for our venture partners. The anticipated integration of Ora's platform capabilities will support Kondor's long-term vision for AI-driven personalization and platform intelligence. We look forward to seeing the combined teams advance innovation and deliver value across the AI agent ecosystem." - Darcy Taylor, CEO of Pioneer AI Foundry.

ABOUT KONDOR AI PLC

Kondor AI PLC, incorporated on November 1, 2021, is a visionary AI company dedicated to developing cutting-edge artificial intelligence solutions. The company's shares are traded on the Access segment of the Aquis Stock Exchange Growth Market under the symbol: KNDR. For m more information visit: https://www.kondor.ai/.

ABOUT ORA TECHNOLOGY PLC

Ora Technology PLC is a technology company specializing in innovative solutions across various sectors. Known for its commitment to excellence and forward-thinking approach, Ora has established itself as a key player in the technology landscape. For more information visit: https://plc.oracarbon.com/.

ABOUT PIONEER AI FOUNDRY INC.

Pioneer AI Foundry Inc. is a next-generation agentic AI venture builder, focused on developing and commercializing autonomous, revenue-generating AI agents. Through its wholly owned subsidiary, Crowdform, Pioneer operates as a venture studio and IP incubator focused on AI agents at the intersection of decentralized finance (DeFi) and the Solana ecosystem.

In 2025, Pioneer launched the private beta Korapilot.ai, its first direct-to-market product, offering an autonomous AI trading agent purpose-built for crypto markets. Kora pilot reflects Pioneer's strategy to bring agentic AI solutions from concept to commercialization.

In addition to in-house development, Pioneer has formed successful partnerships with leading AI companies globally, with several projects fully deployed and in market delivered through operating companies in which Pioneer is a significant shareholder. These partnerships focus on the intersection of revenue-generating agentic AI and DeFi.

For additional information, visit www.p10neer.com or www.sedarplus.ca.

ON BEHALF OF PIONEER AI FOUNDRY INC.

"Darcy Taylor"

CEO & Director
ir@p10neer.com

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the matters described herein. Forward-looking statements consist of statements that are not purely historical, and such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including factors beyond the Company's control. These forward-looking statements are made as of the date of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250931

FAQ

When will Kondor AI's takeover offer for Ora Technology close?

Kondor AI's takeover offer for Ora Technology will close on May 12, 2025, at 1:00 PM London time.

What percentage of Ora Technology shares has Kondor AI secured for the acquisition?

Kondor AI has secured acceptances for 92.54% of Ora Technology's issued share capital, representing 193,750,092 Ora shares.

Why is Pioneer AI Foundry (PNAIF) involved in the Kondor-Ora deal?

Pioneer AI Foundry is involved because Kondor AI and Ora Technology are its venture partners, and the acquisition aligns with their AI ecosystem development strategy.

What happens to remaining Ora Technology shareholders after the takeover?

Kondor AI will exercise its rights to compulsorily acquire all remaining Ora shares under Chapter 3 of Part 28 of the Companies Act 2006, as acceptance exceeded 90%.

What is the strategic purpose of Kondor AI acquiring Ora Technology?

The acquisition aims to integrate Ora's platform capabilities to support Kondor's long-term vision for AI-driven personalization and platform intelligence.