Alpha Metaverse Technologies Announces Signing of Definitive Agreement to Acquire 100% of Shape Immersive Entertainment Inc
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VANCOUVER, British Columbia – April 13, 2022 – Alpha Metaverse Technologies Inc. (CSE: ALPA, (FSE: 9HN0, (OTC PINK: APETF)) (Alpha or the Company) is pleased to provide an update on the press release of the Company dated January 24, 2022 to announce that it has entered into a definitive agreement (the “Agreement”) with Shape Immersive Entertainment Inc. (Shape) and each of the shareholders of Shape (the “Shape Shareholders”) to acquire (the “Acquisition”) 100% of the issued and outstanding share capital of Shape has signed.
After the acquisition is complete, Shape will continue to operate as a fully active metaverse creator engaged in the development of non-fungible token (NFT) technologies, augmented reality experiences, and three-dimensional (3-D) products, to enhance the user live. Shape is a leader in 3D NFTs, holograms, augmented and virtual reality, and game-to-win development. Shape has also worked with many well-known Fortune 1000 companies and other leading companies such as RTFKT® (recently acquired by Nike®), Red Bull®, Intel® or the Olympic Games®.
“Signing this agreement with Shape marks an important milestone for Alpha in its expansion into Web3 and Metaverse-based brand and game experiences,” said Brian Wilneff, CEO of Alpha. We look forward to completing the acquisition and expanding Shape’s ongoing studio work for major brands, as well as leveraging Shape’s development capabilities to expand Alpha’s existing game assets. This combination of internal and external studio work will also expand Alpha’s business development pipeline and partnership growth.
Remuneration of the purchase:
Under the terms set forth in the Agreement, the Company will pay the following consideration for the acquisition:
(a) the payment of an aggregate of US$500,000 in cash to Shape shareholders (aggregate) on the closing date of the Acquisition (the Closing Date);
(b) the issuance of an aggregate of 14,000,000 common shares of the Company (one Alpha share each) to Shape shareholders (collectively) on the closing date;
(c) Pay an aggregate of $500,000 in cash to Shape shareholders (in aggregate) within 180 days of the closing date (the Additional Cash Consideration);
(d) Issuance of an aggregate of 840,000 Alpha Shares to certain persons for services rendered in connection with the successful completion of the transaction set forth in the Agreement as of the Closing Date.
The 14,000,000 Alpha Shares to be issued pursuant to the Acquisition are subject to an escrow restriction of 10% of such Alpha Shares on the Closing Date and thereafter 18% of Alpha Shares remaining after each additional four-month period after the closing date (the Trust Indenture).
The Company grants a general surety in favor of the shareholders of Shape to guarantee the payment of the additional compensation in cash. If the Additional Cash Compensation is not paid within 180 days of the Closing Date, the Company must issue an additional aggregate of 6,678,000 Alpha Shares to form shareholders (collectively), the Escrow Agreement will not terminate. will no longer apply and the Company will remain responsible for payment of the additional mandatory cash payment.
In addition, the Company has agreed to issue up to 9,000,000 Alpha Shares to certain shareholders of Shape (collectively) who will transition to Alpha as employees or consultants upon closing of the Acquisition (collectively, the Milestone Actions) – on the following basis:
(a) 500,000 Milestone shares once Alpha’s market capitalization is at least $50,000,000 for a period of 10 consecutive trading days
(b) 500,000 Milestone shares once Alpha’s market capitalization is at least $75,000,000 for a period of 10 consecutive trading days
(c) 1,000,000 Milestone shares once Alpha’s market capitalization is at least $100,000,000 for a period of 10 consecutive trading days
(d) 1,000,000 Milestone shares once Alpha’s market capitalization is at least $125,000,000 for a period of 10 consecutive trading days
(e) 1,000,000 Milestone shares once Alpha’s market capitalization is at least $150,000,000 for a period of 10 consecutive trading days
(f) 1,000,000 Milestone shares once Alpha’s market capitalization is at least $175,000,000 for a period of 10 consecutive trading days
(g) 1,000,000 Milestone shares once Alpha’s market capitalization is at least $200,000,000 for a period of 10 consecutive trading days
(h) 1,000,000 Milestone shares once Alpha’s market capitalization is at least $250,000,000 for a period of 10 consecutive trading days
(i) 1,000,000 Milestone shares once Alpha’s market capitalization is at least $300,000,000 for a period of 10 consecutive trading days
(j) 1,000,000 Milestone shares once Alpha’s market capitalization is at least $350,000,000 for a period of 10 consecutive trading days
– provided that each milestone is achieved within five years of the closing date and that the market capitalization of each milestone is calculated using the price per Alpha share on the Canadian Securities Exchange multiplied by the number of Alpha shares outstanding at the moment.
Completion of the acquisition is subject to customary conditions, including receipt of all necessary regulatory and other approvals.
About Alpha Metaverse Technologies Inc.
Alpha Metaverse Technologies Inc. is a technology company focused on the emerging areas of esports, mobile, console and web gaming, e-commerce and other high growth opportunities such as augmented reality/virtual reality Web3 and blockchain-based applications. With a strong portfolio of technology assets and products like GamerzArena and HeavyChips, Alpha is making modern gaming platforms appealing to the masses. You can find out more at www.alphametaverse.com.
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This press release contains forward-looking information within the meaning of applicable securities laws with respect to statements regarding the Company’s acquisition, activities and plans, including the completion of other acquisitions, the making of payments and the achievement of certain milestones, including but not limited to an increase in market capitalization. Although the Company believes that the expectations expressed in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and developments to differ materially from those projected in these statements. This depends, among other things, on the risks that the acquisition will not close as expected or at all, that the company will not make further acquisitions, that the company will not meet its future payments and issuances, that the company faces some or all of its future milestones, including, but not limited to, an increase in market capitalization and that the Company may not be able to execute its business plans as planned. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information contained in this press release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and there is no indication of profitability based on reported sales. The statements contained in this press release are made as of the date of this press release.
CSE has not reviewed, approved or disapproved of the contents of this press release.
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