Boba Mint closes acquisition of 50% of Werd Studios

Executive Summary

• Boba Mint Holdings Ltd. has completed the acquisition of the remaining 50% equity interest in Werd Studios Inc., making Werd Studios a wholly-owned subsidiary.
• The transaction was valued at $1.4 million, satisfied by the issuance of 7 million common shares of Boba Mint to Andrew Shore, CEO and founder of Werd Studios.
• The issued shares are subject to a tiered vesting schedule, with 25% becoming freely tradable at 6, 12, and 18 months post-closing.

Key Details

• Transaction Structure: Acquisition of remaining 50% equity interest in Werd Studios Inc. from Andrew Shore.
• Consideration: $1.4 million total value.
• Payment Method: Issuance of 7,000,000 common shares of Boba Mint Holdings Ltd.
• Share Price: 20 cents per share.
• Vesting/Restrictions on Consideration Shares:
  • 25% (1.75M shares) becomes freely tradable 6 months after closing.
  • 25% (1.75M shares) becomes freely tradable 12 months after closing.
  • 50% (3.5M shares) becomes freely tradable 18 months after closing.
• Advisory Fees: Arm's-length advisers received 700,000 common shares at 20 cents per share as fees for the transaction.
• Advisory Share Restrictions: The 700,000 advisory shares are subject to a resale restriction of four months and one day.
• Insider Ownership Impact:
  • Prior to transaction: Andrew Shore owned 6,000,000 shares (~6.52% of issued/outstanding).
  • After transaction: Andrew Shore owns 13,000,000 shares (~13.04% of issued/outstanding).
• Regulatory Filing: Mr. Shore is required to file an early warning report under National Instrument 62-103 due to crossing the 10% ownership threshold.
• Target Company Profile: Werd Studios is a blockchain/crypto gaming company based in Toronto, developing games including "Cafe Disco Party," "Moon Poker" (via Moon Gaming), and "Amino Rewards."

Notable Quotes

• "We are very pleased to have completed the acquisition of the remaining 50-per-cent equity interest in Werd Studios. The Boba Mint team is excited to continue supporting Andrew and the Werd Studios team now that Werd Studios is a wholly owned subsidiary of Boba Mint," said Rody Lazar, chief executive officer of Boba.