Early Warning Report Issued Pursuant to National Instrument 62-103 in Connection with the Acquisition of Shares of PUDO Inc.

TORONTO, June 27, 2025 /CNW/ - Richard Cooper ("Mr. Cooper"), announces that he has filed an early warning report (the "Early Warning Report") under National Instrument 62-103 — The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for himself and for a joint actor, Cardinal Couriers Ltd. ("Cardinal" and together with Mr. Cooper, the "Acquirors") in connection with the acquisition of common shares ("Shares") of PUDO Inc. (the "Company"). Mr. Cooper controls Cardinal.

Cardinal

On March 1, 2023, as a result of an amalgamation ("Amalgamation") of RHC Spitfire Corporation ("Spitfire") and GCC Ferrari Corp. with Cardinal, Cardinal acquired 1,489,314 Shares. No amount was given for the Shares acquired pursuant to the Amalgamation. Prior to the Amalgamation, Cardinal held 2,476,292 Shares representing 9.1 % of the outstanding Shares of the Company. Immediately after Amalgamation, Cardinal held 3,965,606 Shares representing 14.5 % of the outstanding Shares of the Company.

On March 7, 2025, the Company settled ("2025Settlement") certain debt owed by the Company to Cardinal by issuance of 1,877,511 Shares. The total value of the debt subject to the 2025 Settlement was $253,463, which represented a value of $0.135 per Share. Prior to the 2025 Settlement, Cardinal held 3,965,606 Shares representing 14.5% of the outstanding Shares of the Company. Immediately after Settlement, Cardinal held 5,843,117 Shares representing 17.6% of the outstanding Shares of the Company.

Mr. Cooper

On November 7, 2019, the Company settled ("2019 Settlement") certain debt owed by the Company to (i) Cardinal by issuance of Shares resulting in the issuance of 1,715,555 Shares, and (ii) Spitfire by issuance of Shares resulting in the issuance of 111,111 Shares.

Immediately prior to November 7, 2019, Mr. Cooper, who controls Spitfire and Cardinal, held directly and indirectly, a total of 670,645 Shares representing 4.0% of the outstanding Shares of the Company . Mr. Cooper then indirectly, through Cardinal and Spitfire pursuant to the 2019 Settlement, acquired 1,826,666 Shares. Immediately after the 2019 Settlement, Mr. Cooper directly and indirectly held 2,497,311 Shares representing 11.6% of the outstanding Shares of the Company.

Mr. Cooper, immediately before March 1, 2023, directly and indirectly held a total of 2,803,161 Shares representing 10.3% of the outstanding Shares of the Company. As a result of the Amalgamation, Mr. Cooper indirectly acquired 1,489,314 Shares. Immediately after Amalgamation, Mr. Cooper directly and indirectly held 4,292,475 Shares representing 15.7 % of the outstanding Shares of the Company.

Mr. Cooper, immediately before March 7, 2025, directly and indirectly held a total of 4,292,475 Shares representing 15.7% of the outstanding Shares of the Company. Mr. Cooper then indirectly, through Cardinal pursuant to the 2025 Settlement, acquired 1,877,511 Shares. Immediately after the 2025 Settlement, Mr. Cooper directly and indirectly held 6,354,986 Shares representing 19.1 % of the outstanding Shares of the Company. 

The Acquirors may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions and other relevant factors.

A copy of the Early Warning Report filed by Richard Cooper will be available under the Company's profile on SEDAR+ at www.sedarplus.com.

SOURCE PUDO Inc.