Vancouver, British Columbia, July 7, 2022 – NFT Technologies Inc. (NEO: NFT) (the “Company” or "NFT Tech"), a leading technology company mainstreaming decentralized ownership, NFTs and the metaverse for public markets, announced today the that it has entered into a definitive agreement for the acquisition of Run It Wild (the “Transaction”), a multidisciplinary blockchain, metaverse and NFT development studio, as well as the appointment of Run It Wild’s Adam De Cata as the new CEO of NFT Tech, effective immediately. Adam replaces Mario Nawfal, who will serve as a strategic advisor to NFT Tech.
With the acquisition of Run It Wild, NFT Tech is expanding its NFT development and partnerships offering to leading brands and IP holders around the world seeking to create unique NFT experiences directly for consumers. The transaction complements NFT Tech's industry-leading NFT infrastructure, investment, and play-to-earn gaming offerings.
“The acquisition of Run It Wild is one of the most important steps NFT Tech has ever taken toward mainstreaming NFTs and the metaverse,” said Wayne Lloyd, Executive Chairman of NFT Tech. “Run It Wild is the gateway for brands to navigate the possibilities of Web3, and has been responsible for pioneering some of the most successful ‘firsts’ in the industry. We’re thrilled to have Adam on board and can’t wait to see what we achieve under his leadership.”
Adam is the founder and director of Run It Wild and Head of Partnerships at Decentraland, the world’s first fully decentralized, 3D virtual reality platform built on the Ethereum blockchain. As a recognized leader in the blockchain, NFT and metaverse spaces, he brings a strong pedigree in licensing and brand management, having spent his early career managing iconic brands such as Batman, Harry Potter, Looney Tunes, Scooby-Doo, Superman, and The Big Bang Theory for Warner Bros.
"I am honored to join the strong team at NFT Tech and help build on top of what the firm has already accomplished. They’ve established themselves as the only publicly-traded company focused on extending real-world utility and value in NFTs to mainstream adoption, and as an industry, we are only scratching the surface of what can be achieved,” said Adam. “The expansion of our combined offerings will not only drastically propel our growth, but also shepherd some of the most iconic global brands and their consumers into the metaverse through unique NFT experiences.”
With Adam and Run It Wild comes a team of creative technologists who specialize in building digital and virtual world experiences for brands and artists. They developed and advised on a web3 strategy for Linktree, and delivered the first fully on-chain Elvis NFT for the Estate of Elvis Presley. As Head of Partnerships for Decentraland, Adam onboarded Sotheby’s, the 250-year-old auction house, for their first Metaverse experience, and oversaw other notable debuts, including Coca-Cola, Unilever, Australian Open, Samsung and others.
The Transaction is anticipated to be completed pursuant to a share purchase agreement between NFT Tech and the vendor (the "Agreement"), dated July 7, 2022. On closing of the Transaction, NFT Tech will issue 10,000,000 common shares and a cash payment of C$2,000,000 in exchange for acquiring all of the issued and outstanding shares of Run it Wild. Pursuant to the Agreement, in connection with the Transaction certain key employees of Run It Wild, including Mr. De Cata, will enter into new employment agreements with NFT Tech to continue to provide services to NFT Tech ("Key Employee Agreements").
Under the terms of the Agreement, the vendor is entitled to further "earn-out" payments, up to a maximum of C$5,000,000. Such earn-out payments shall be equal to $1 million for every $2 million in revenues generated by the agency business of the Target in the nine month period following closing of the Transaction and are conditional upon at least half of the Key Employee Agreements continuing in full force and effect as of the earn-out payment date. The Vendor may, at its sole discretion, elect to receive any portion, up to a maximum of 50%, of the earn-out payments, in common shares of the Company and the deemed price per share will be equal to the volume-weighted average price of the common shares on the NEO Exchange for the five trading days immediately prior to the applicable payment date. Notwithstanding the foregoing, in no event shall the Company be required to pay the earn-out payment in equity if such issuance would result in the creation of a new control person.
Common shares issued in connection with the Agreement will be subject to certain transfer restrictions as set forth in the Agreement, including contractual lock-up for a period of twenty-four (24) months.
The Agreement provides for, among other things, non-solicitation covenants and may be terminated (i) mutually, by written agreement, (ii) by the Company, upon written notice, for breach, serious adverse material effect on the Target or closing of the Transaction not occurring by the outside date under the Agreement, and (iii) by vendor, upon written notice, for breach or closing of the Transaction not occurring by the outside date under the Agreement.
Completion of the Transaction is subject to receipt of NEO Exchange approval, receipt of executed Key Employee Agreements and lock-up agreements and other customary closing conditions for transactions of this nature. No assurance or guarantee can be made that the conditions will be met or that the Transaction will complete.
Run It Wild is a multidisciplinary blockchain, metaverse and NFT development studio specializing in art, collectibles and gaming. With a diverse portfolio that includes blue-chip brands such as Australian Open, Linktree and Elvis Presley, through to creators, such as Alex Trochut and David McLeod, Run It Wild have found product-market fit in partnering with brands to navigate the possibilities of Web 3.0.
NFT Tech works to develop infrastructure, assets, real estate and IP in the metaverse, build and generate revenue from P2E and M2E games, and bring insights and benefits to the public markets. By bridging the gap between traditional capital markets and the Web3 space, NFT Tech is mainstreaming decentralized ownership, NFTs, and the metaverse. Current projects include founding the GOAT Guild and Fuku.
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