Alpha Metaverse Technologies Inc. announces Alpha Metaverse Technologies announces the signing of a definitive agreement to acquire 100% of Shape Immersive Entertainment Inc.

Alpha Metaverse Technologies announces the signing of a 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) Updated the company’s news release dated January 24, 2022 to announce the conclusion of a definitive agreement (the “Agreement”) with Shape Immersive Entertainment Inc. (Figure) and all Of the shareholders of the form (the “shareholders of the form”) to acquire (the “acquisition”) of 100% of the issued and outstanding capital of the form.

Upon completion of the acquisition, Shape will continue to serve as a fully active metaverse builder involved in the development of non-fungible token technologies (NFT), augmented reality experiences and three-dimensional (3-D) products, to improve the user experience. Shape is a leader in 3D NFTs, holograms, augmented and virtual reality, and game development for play. Shape has also worked with many well-known Fortune 1000 and other leading companies such as RTFKT® (recently acquired by Nike), Red Bull®, Intel® or Olympic Games®.

“The signing of this agreement with Shape represents a significant milestone for Alpha in its expansion into Web3-based games, Metaverse, and branded experiences,” said Brian Wellenough, Alpha CEO. We look forward to completing the acquisition and expanding Shape’s ongoing studio business to major brands, as well as leveraging Shape’s development capabilities to grow existing Alpha game assets. This combination of internal and external studio business will expand Alpha’s line of business development and partnership growth.

Purchase fee:

Subject to the terms set forth in the Agreement, the Company will take the following consideration for the acquisition:

(a) pay a lump sum of $500,000 in cash to the shareholders formation (grossing) on ​​the closing date of the acquisition (the closing date);

(b) the issuance of a total of 14,000,000 ordinary shares of the Company (each an alpha share) to form the shareholders (combined) on the closing date;

(c) pay a lump sum of $500,000 in cash to form shareholders (gross) within 180 days of the closing date (the additional cash equivalent);

(d) the issuance of a total of 840,000 Alpha Shares to designated persons for services rendered in connection with the successful completion of the Transaction set forth in the Agreement on the Closing Date.

The 14,000,000 Alpha Shares to be issued pursuant to the Acquisition are subject to security restrictions of 10% of such Alpha Shares on the Closing Date and thereafter 18% of the remaining Alpha Shares after each additional four-month period after the Closing Date (the Trust Deed).

The company grants a general security interest in favor of the shape shareholders to secure the payment of additional cash compensation. If the additional cash compensation is not paid within 180 days of the closing date, the company must issue an additional total of 6,678,000 alpha shares to form shareholders (combined), the escrow agreement will not apply and the company will remain liable to pay the additional mandatory cash payment.

In addition, the Company has agreed to issue up to 9 million Alpha Shares to certain Shareholders in the Form (collectively) who will transfer to Alpha as employees or advisors upon closing of the acquisition (together referred to as Achievement Shares) – on the following grounds:

(a) 500,000 shares of significant stock once the market capitalization of Alpha reaches at least $50,000,000 for 10 consecutive trading days

(b) 500,000 Milestone Shares once the market capitalization of Alpha reaches at least $75,000,000 for 10 consecutive trading days

(c) 1,000,000 Milestone Shares once the market capitalization of Alpha reaches at least $100,000,000 for 10 consecutive trading days

(d) 1,000,000 Milestone shares once the market capitalization of Alpha reaches at least $125,000,000 for 10 consecutive trading days

(e) 1,000,000 Milestone Shares once the market capitalization of Alpha reaches at least $150,000,000 for 10 consecutive trading days

(f) 1,000,000 shares of Milestone once Alpha has a market capitalization of at least $175,000,000 for 10 consecutive trading days

(g) 1,000,000 Milestone Shares once the market capitalization of Alpha reaches at least $200,000,000 for 10 consecutive trading days

(h) 1,000,000 Milestone Shares once the market capitalization of Alpha reaches at least $250,000,000 for 10 consecutive trading days

(1) 1,000,000 Milestone Shares once the market capitalization of Alpha reaches at least $300,000,000 for 10 consecutive trading days

(j) 1,000,000 Milestone Shares once the market capitalization of Alpha reaches at least $350,000,000 for 10 consecutive trading days

Provided that each milestone is achieved within five years of the closing date and that the market value of each milestone is calculated based on the Alpha share price on the Canadian Stock Exchange multiplied by the number of Alpha shares outstanding at that time.

Completion of the acquisition is subject to customary terms, 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, web-based gaming, e-commerce, and other high-growth opportunities such as web3 augmented/virtual reality and blockchain-based applications. With a strong portfolio of technology assets and products like GamerzArena and HeavyChips, Alpha makes modern gaming platforms attractive to fans. You can learn more at www.alphametaverse.com.

Contact:

Investor Relations: [email protected] – 604359 1256

Media and Public Relations: [email protected]

to the board of directors

Brian Wellnev

chief executive officer

forward-looking statements

This press release contains forward-looking information within the meaning of applicable securities laws regarding statements about the Company’s acquisitions, business and plans, including the completion of additional acquisitions, the fulfillment of additional payments, and the achievement of certain milestones, including but not limited to: Increase market value. Although the Company believes that the expectations expressed in the forward-looking information are reasonable, there is no guarantee 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 projected in these statements. This depends, among other things, on the risks that the acquisition will not close as planned or at all, the Company will not make further acquisitions, the Company will not make future payments and releases, and that the Company will experience some or all of its future milestones, including: This includes but is not limited to increasing the market capital and that the company may not be able to implement its business plans as expected. 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 is no guarantee that such expectations will prove correct and there is no indication of profitability based on reported sales. Statements in this press release are made as of the date of this press release.

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Source: dpa-AFX

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