Tokens.com Corp, a publicly-traded company that invests in web3 assets and builds businesses linked to crypto staking, the metaverse, and play-to-earn gaming, is pleased to announce that it has reached an agreement with the Board of Directors of Metaverse Group Ltd (“Metaverse Group”) to acquire all of the issued and outstanding shares from the minority shareholders of Metaverse Group Ltd that the Company does not already own, with the effect that the Company will own 100% of shares of Metaverse Group after the transaction is completed. Tokens.com is currently the majority shareholder of Metaverse Group, owning approximately 55.2% of the issued and outstanding shares (on a non-diluted basis) and 50.2% of the issued and outstanding shares (on a fully diluted basis).
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“Since Metaverse Group’s inception in 2021, its team has been working closely with the Tokens.com team, delivering category-leading products for clients like Forever21 and DKNY”
As at the end of December 31, 2022, Metaverse Group had US$6.1M (CAD$8.2M) in total assets, including US$2.7M (CAD$3.6M) in cash and US$2.1M ($2.8M) in NFT assets. Pro forma the transaction, as at December 31, 2022, Tokens.com would have US$17.7M (CAD$23.7M) of total assets, including US$5.5M (CAD$7.4) of cash, US$4.9M (CAD$6.6M) of tokens, and US$2.8M (CAD$3.8M) of NFT assets.
In addition, as at April 17th, 2023, the value of tokens owned by Tokens.com is US$8.6M (CAD$11.5M), an increase of US$3.7M (CAD$5.0M) or 75.5% since December 31st, 2022, the Company’s last reporting date.
As consideration for the acquisition, Tokens.com will issue 24,380,000 common shares to the minority Metaverse Group shareholders. Each minority Metaverse Group shareholder will receive approximately 0.34 Tokens.com shares per Metaverse Group share. The Tokens.com shares to be issued as part of this transaction will be subject to contractual escrow provisions over a nine month period. This transaction has been approved by the board of directors of both entities and, pending approval of Metaverse Group Shareholders at a meeting scheduled to be held on April 26th, 2023, as well as approval by the NEO Exchange, is expected to close in May 2023.
The integration of the two entities will further enhance the synergies between the two entities, including Hulk Labs, the gaming unit of Tokens.com. The gamification capabilities of Hulk Labs will greatly enhance Metaverse Groups branded product offerings. Furthermore, the amalgamation is expected to bring additional synergies in areas such as corporate overhead, investor relations, public relations, and human resources.
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“Since Metaverse Group’s inception in 2021, its team has been working closely with the Tokens.com team, delivering category-leading products for clients like Forever21 and DKNY,” said Andrew Kiguel, CEO of Tokens.com. “Together, we look to generate additional growth and strengthen our combined balance sheet.”
Lorne Sugarman, who currently holds the position of CEO at Metaverse Group, will assume the role of President, Operations at Tokens.com and will be appointed as a Director to the board of Tokens.com.
“I’m excited to be working with the team at Hulk and Tokens. I believe their skills and capabilities will enhance our future product offerings. We are constantly working to create better solutions for our clients,” said Lorne Sugarman.
In addition to its staking operations and Metaverse Group, Tokens.com continues to own approximately 94% of Hulk Labs, its play-to-earn gaming subsidiary.
Completion of the transaction is subject to receipt of NEO Exchange approval and other customary closing conditions for transactions of this nature. No assurance or guarantee can be made that such conditions will be met or that the transaction will complete.
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