VANCOUVER, British Columbia, April 13, 2022 (GLOBE NEWSWIRE) — Alpha Metavers Technologies Inc. †CSE: ALPA†ESF: 9HN0†OTC PINK: APETF†alpha” or the “Company”) is pleased to announce, following the company’s January 24, 2022 press release, that it has signed a definitive agreement (the “Agree”) with Shape Immersive Entertainment Inc. †Form”) and all of Shape’s shareholders (the “Train shareholders“), to acquire (the “Acquisition”) 100% of Shape’s issued and outstanding share capital.
Upon completion of the acquisition, Shape will continue to operate as a fully operational metaverse maker engaged in the development of non-replaceable tokens (“NFT”) technology, augmented reality and three-dimensional experiences (“3D”) products to transform user experiences. Shape is a leader in 3D NFTs, holograms, augmented and virtual reality, and game-to-win development. Shape has also collaborated or collaborated with many well-known Fortune 1000 companies and other leading companies such as RTFKT (recently acquired by Nike), Red BullIntel and the Olympics†
“The conclusion of this agreement with Shape is an important milestone for Alpha in our expansion into Web3 and Metaverse-based gaming and branded experiences,” said Brian Wilneff, CEO of Alpha. “We look forward to completing the acquisition and expanding Shape’s ongoing studio work for major brands and leveraging development opportunities to grow Alpha’s existing game properties. This combination of internal and external studio work will also expand Alpha’s pipeline for business development and partnership growth.
Subject to the terms set forth in the Agreement, the Company will provide the following consideration for the Acquisition:
(a) Payment of an aggregate amount of $500,000 in cash to Shape shareholders (collectively) on the closing date of the Acquisition (the “Closing date†
(b) Issuance of a total of 14,000,000 ordinary shares in the capital of the Company (each, one “Share alpha”) to shape Shareholders (jointly) on the Closing Date;
(c) Payment of an aggregate amount of $500,000 in cash to Shape shareholders (collectively) within one hundred and eighty (180) days of the Closing Date (the “Extra cash fee† and
d) Issuance of a total of 840,000 Alfa Shares to specified persons in consideration for services rendered in connection with the successful completion of the transaction contemplated in the Agreement on the Closing Date.
The 14,000,000 Alfa Shares to be issued pursuant to the Acquisition will be subject to an escrow restriction whereby 10% of such Alfa Shares will be released on the Closing Date, and thereafter 18% of such remaining Alpha Shares will be released after every four (4) month period following the Closing Date (the “Escrow Agreement†
The Company will provide a general security in favor of the Shape shareholders for the purpose of securing the payment of the Additional Cash Consideration. In the event that the additional cash consideration is not paid within one hundred and eighty (180) days of the closing date, the Company will issue an additional aggregate of 6,678,000 Alpha shares to Shareholders of Shape (collectively), the escrow arrangement will cease apply and the Company remains obligated to pay the Additional Cash Fee.
In addition, the Company has agreed to issue up to 9,000,000 Alpha shares to certain Shape shareholders (collectively) who will join Alpha as employees or consultants upon completion of the acquisition (collectively, the “Podium Shares”), on the following basis:
(a) 500,000 milestone shares in Alpha’s market capitalization not less than $50,000,000 for a period of 10 consecutive trading days;
(b) 500,000 Milestone Shares in an Alpha market capitalization of at least $75 million for a period of 10 consecutive trading days;
(c) 1,000,000 Milestone Shares in an Alpha market capitalization of at least $100,000,000 for a period of 10 consecutive trading days;
(d) 1,000,000 Milestone Shares in Alpha’s market capitalization not less than $125 million for a period of 10 consecutive trading days;
(e) 1,000,000 Milestone Shares in Alpha’s market capitalization not less than $150,000,000 for a period of 10 consecutive trading days;
(f) 1,000,000 Milestone Shares in an Alpha market capitalization of at least $175 million for a period of 10 consecutive trading days;
(g) 1,000,000 Milestone Shares in an Alpha market capitalization of at least $200,000,000 for a period of 10 consecutive trading days;
(h) 1,000,000 milestone shares of Alpha’s market capitalization not less than $250,000,000 for a period of 10 consecutive trading days;
(i) 1,000,000 Milestone Shares in an Alpha market capitalization of at least $300,000,000 for a period of 10 consecutive trading days; and
(j) 1,000,000 Milestone Shares in an Alpha market cap of at least $350,000,000 for a period of 10 consecutive trading days,
provided that each respective stage is reached within five years of the closing date and that the market capitalization of each stage is calculated using the price per Alpha Share on the Canadian Securities Exchange multiplied by the number of Alpha Shares currently in the traffic.
The closing of the acquisition is subject to customary closing 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 emerging industries in esports, mobile, console and web gaming, e-commerce and other fast-growth opportunities such as augmented reality/reality virtual Web3 and blockchain-based businesses. Through a strong portfolio of technology assets and products such as GamerzArena and HeavyChips, Alpha brings a unique mass appeal to modern gaming platforms. Learn more about: www.alphametaverse.com
Investor Relations: firstname.lastname@example.org – 604 359 1256
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On behalf of the Board of Directors
Forward Looking Statement
This press release contains “forward-looking information” within the meaning of applicable securities laws regarding statements regarding the Company’s acquisition, operations and plans, including regarding the completion of additional acquisitions, the payment of additional payments and the achievement of certain milestones, including but not limited to an increase in market capitalization. While the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove 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 contemplated in such statements, depending, among other things, on the risks that the acquisition will not be completed. or not at all; that the Company is not making any other acquisition; that the Company will fail to honor its future payments and issues; that the Company is meeting 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 information contained in this press release. While the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove correct and no reference is made to profitability based on reported sales. The statements 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