Tokens.com Corp. (OTCPK:SMUR.F) entered into an agreement to acquire remaining 49.8% stake in Metaverse Group for CAD 4.2 million on April 18, 2023. 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. As at the end of December 31, 2022, Metaverse Group had CAD 8.2 million in total assets. 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. The transaction is subject to approval of Metaverse Group Shareholders at a meeting scheduled to be held on April 26, 2023, as well as approval by the NEO Exchange. The transaction has been approved by the board of directors of both entities. On April 26, 2023, Metaverse Group held a special shareholder meeting, and the transaction was approved by the minority shareholders. The transaction is expected to close in May 2023. As of May 11, 2023, the transaction is anticipated to close by the end of May 2023.
As consideration for the acquisition, Tokens.com has issued 20,576,941 common shares to the minority Metaverse Group shareholders. Each minority Metaverse Group shareholder will receive 0.347 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. In addition, an aggregate of 3,105,650 options to purchase shares of Tokens.com and 694,000 RSUs of Tokens.com were issued as replacement securities to certain security holders of Metaverse Group. This transaction has been approved by the NEO Exchange.