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GlobeNewswire NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTIONS TO U.S. NEWSWIRE SERVICES XR Immersive Tech Inc. ("Immersive Tech", or the "Company") (CSE:VRAR) (FSE:79W) (OTCQB: FNTTF) is pleased to announce, further to its press releases dated January 6, 2022 and September 20, 2021 that it has completed the acquisition of 100% of the equity interests of California-based Synthesis VR Inc. ("Synthesis VR") (the "Transaction"), through the payment of cash and issuance of common shares of the Company ("Shares") pursuant to a share purchase agreement dated effective January 4, 2022 between the Company, as purchaser, and the holders of the equity interests of Synthesis VR, as vendors (the "SPA").. Tim Bieber, CEO of Immersive Tech states "With the acquisition of Synthesis VR, the Company believes it represents a new standard for excellence within the VR/AR industry. Not only does Synthesis VR serve the location-based entertainment industry, it also operates a broader sandbox platform serving the education and enterprise sectors, which together we believe gives the Company outstanding opportunities for growth and to accelerate our overall business opportunities. With the addition of the Synthesis VR team, including co-founders Shabeer Sinnalebbe and Kamen Petrov, the Company has an even stronger team with both depth and breadth of VR expertise in which to deliver innovation across a number of new industry sectors and expand our VR offerings." Shabeer Sinnalebbe, Head of XR Networks and former CEO of Synthesis VR states "We are extremely pleased to join the Immersive Tech team. This is an exciting time as we come together to realize our common objective of building a premier VR business for the Metaverse. Not only will we be able to capitalize on the synergies between our businesses and technologies, we will be able to add additional developers and resources to further scale up our Synthesis Network offerings. Our combined bench strength should provide outstanding opportunities to accelerate growth for both companies in the Metaverse." Kamen Petrov, Head of XR Network Development states "Since its inception, Synthesis has evolved and met numerous challenges and initiatives resulting in the development of several industry leading solutions for our customers. Joining Immersive Tech is an important step to further the company's evolution, as we will benefit from our combined technical and operational expertise to pursue existing opportunities and expand our joint vision for the future." The team behind XR Immersive Tech is a blend of accomplished executives coming together under CEO, Tim Bieber (BroadbandTV, CBS Interactive), Director of Franchise Development, Steven Dooner (The VOID, Walt Disney Imagineering, Universal Studios Japan), Kevin Williams (Walt Disney Imagineering, Spider Entertainment), Dan Burgar (VRAR Association President, Shape Immersive), Lance Priebe (co-founder Club Penguin, Disney Interactive) as well as its Directors Alvin Wang Graylin (HTC China President, Virtual Reality Venture Capital Alliance President). Terms of the Acquisition Pursuant to the terms of the SPA, the Company acquired 100% of the equity interests of Synthesis VR for aggregate upfront consideration of $4,800,000 (the "Upfront Purchase Price"). The Upfront Purchase Price is payable as follows: (i) $500,000 in cash with: (A) $200,000 payable on the date of closing of the Transaction, being February 18, 2022 (the "Closing Date"); (B) $200,000 payable upon the earlier of the completion of certain financing objectives of the Company and May 1, 2022; and (C) $100,000 payable upon the earlier of the completion of certain additional financing objectives of the Company and December 31, 2022; and (ii) 12,285,714 Shares with an aggregate value of $4,300,000 at a deemed price per Share equal to $0.35, which such Shares subject to contractual escrow with tranched release over a period of 20 months. In addition, subject to applicable laws and approval of the CSE, in addition to the Purchase Price, Immersive Tech has agreed to pay the Vendors up to $5,000,000, payable through the issuance of Shares or by cash, subject to and upon the achievement of certain mutually agreed upon performance milestones over two separate earn-out periods. For each earn-out tranche, subject to achievement of specified milestones during the respective milestone period, the Company will pay the Vendors an aggregate of $2,500,000 payable through cash or the issuance of Shares at a price equal to the 10 trading day volume weighted average price of the Shares ending on last day of the respective earn-out period. In connection with the Acquisition, Immersive Tech has agreed to pay a finder's fee (the "Finder's Fee") to Vert Consulting Inc. ("Vert") pursuant to a finder's agreement (the "Finder's Agreement") dated October 1, 2021 between Immersive Tech and Vert in connection with the Acquisition. Pursuant to the terms of the Finder's Agreement, the Company will pay to Vert $288,000 by the issuance of 2,057,142 Shares (the "Finder's Shares") at a deemed price per Finder's Share of $0.14. |