Veji Holdings closes FIHO asset acquisition

Executive Summary

• Veji Holdings Ltd. has closed its acquisition of graphene assets and an Italian patent from Future Investment Holding OU (FIHO), marking a fundamental change in the company's business focus.
• The company proposes a corporate name change to Plaid Technologies Inc. and a ticker symbol change to STIF, pending final CSE approval.
• Trading in Veji's common shares was halted on March 18, 2025, due to the fundamental change, and will resume upon satisfaction of CSE conditions and filing of a final listing statement.

Key Details

• Transaction Structure: Veji acquired 8,750 grams of graphene and Italian patent No. 102023000020769 from FIHO.
• Consideration: The total consideration was 4.2 million common shares issued at a deemed price of $0.50 per share, resulting in an aggregate value of $2.1 million.
• Shareholder Impact: Upon completion, former Veji shareholders hold approximately 74.62% of issued and outstanding common shares, while FIHO shareholders (including Michael Turner) hold approximately 25.38% on an undiluted basis.
• Lock-up and Escrow Terms:
  • Consideration shares are subject to a statutory hold period of four months and one day.
  • No finders' fees were paid.
  • Insider shares (including consideration shares) are subject to escrow: 10% released upon resumption of trading, with an additional 15% released on each of the 6, 12, 18, 24, 30, and 36-month anniversaries of the first release date (or earlier with regulatory consent).
• New Insider Agreement: Veji entered into a consulting agreement with Michael Turner (principal of FIHO and new insider).
  • Role: Provide specialized scientific and strategic services for commercialization of FIHO assets.
  • Term: Initial term of two years, effective August 1, 2025.
  • Compensation: $3,000 per month.
• Early Warning Disclosure: Michael Turner acquired 2.1 million common shares, representing approximately 12.69% of the company's issued and outstanding shares.
• Corporate Changes:
  • Proposed name change: Veji Holdings Ltd. to Plaid Technologies Inc.
  • Proposed ticker change: VEJI to STIF.
  • Name change is subject to final CSE approval and filing of required documentation.
  • New CUSIP and ISIN numbers will be announced once assigned.

Notable Quotes

• None provided in the text.