NFT Tech Provides Update on Transaction, and Issues Compensation Shares to Consultant
VANCOUVER, British Columbia, January 14, 2023--(BUSINESS WIRE)--NFT Technologies Inc. (NEO: NFT | Frankfurt: 8LO | OTCQB: NFTFF) ("NFT Tech"), a leading technology company partnering with top-tier brands to accelerate their entry into the world of web3 through innovative technologies and unparalleled creativity, announces updates regarding its acquisition of Run It Wild Pty Ltd, a multidisciplinary blockchain, metaverse and NFT development studio (the "Transaction").
The Company and Adam de Cata, as vendor, entered into a share purchase agreement on July 7, 2022, for the acquisition of Run It Wild by NFT Tech. Concurrently with entering into the share purchase agreement, Adam de Cata has transitioned from his previous role as an advisor following his appointment as Chief Executive Officer of NFT Tech on July 7, 2022. Further to its news release of July 7, 2022, the Company and the Vendor have entered into an amending agreement to extend the outside date for closing of the transaction to February 24, 2023.
About the Transaction
The Transaction is anticipated to be completed pursuant to a share purchase agreement between NFT Tech and the vendor dated July 7, 2022, as amended November 30, 2022. On closing of the Transaction, NFT Tech will issue 10,000,000 common shares and a cash payment of C$250,000 in exchange for acquiring all of the issued and outstanding shares of Run It Wild.
Under the amended terms, the parties have agreed to remove the conditional "earn-out" payments described in the July news release. The parties have agreed to the payment of "first mint proceeds" to the vendor on certain ongoing NFT projects of Run It Wild on the terms and conditions set forth in the amending agreement, up to an aggregate maximum of C$5,000,000. First mint proceeds refers to the net revenues recognized by the Company during the first 30 days from the mint and launch of certain specified NFT projects.
The Company engaged Hillside Media and Consulting Ltd. for strategic digital media services, marketing and data analytics services on an ongoing basis effective December 21, 2022. The services rendered by Hillside Media and Consulting Ltd. under the initial term of three months of its engagement total in the aggregate $250,000 and the parties have agreed that such fees may be satisfied by the issuance of common shares of the Company. The price per share was fixed by the board and under the agreement as $0.15 per share and, as a result, the Company has issued 1,666,666 common shares.
About Run it Wild
Run It Wild partners with brands to navigate the possibilities of Web 3.0. It specialises in art, collectibles and gaming. With a diverse portfolio that includes blue-chip brands such as Australian Open, Linktree and Elvis Presley, through to creators such as Kelly Wearstler, Alex Trochut and David McLeod, Run It Wild have found product-market fit in partnering with brands to navigate the possibilities of Web 3.0.
About NFT Tech
NFT Tech builds products that accelerate web3 adoption by infusing utility into digital assets. The company’s technology is designed to increase consumer engagement, enable digital asset ownership, and discover new business models, making NFT Tech a trusted partner to global brands across many industries, including sports, entertainment, and art. NFT Tech’s award-winning studio is the recipient of the first-ever Cannes Lion for an NFT Activation, of the most respected and well-known awards in the industry.
NFT Tech is publicly listed on the NEO exchange under the symbol NFT and on OCTQB under the symbol NFTFF. By bridging the gap between traditional capital markets and the web3 space, NFT Tech is mainstreaming the new era of the internet while bringing insights and benefits to the public markets.
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Cautionary Note on Forward-Looking Information
This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements generally are identified by words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions. Forward-looking statements in this press release include statements relating to completion of the acquisition of Run It Wild and closing date thereof; benefits realized from the Transaction and appointment of Adam De Cata as chief executive officer of NFT Tech; expansion of the Company's NFT developments and product offerings; potential benefits and demands for direct-to-consumer NFT projects; potential benefits, development and acceptance of web3 and related applications; continued employment of Run It Wild employees and the value of their experience; plans for accelerating growth; and the continued public acceptance of NFTs. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release including, without limitation, the risk factors described in the Prospectus. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Neo Exchange has not reviewed or approved this press release for the adequacy or accuracy of its contents.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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