TROOPS, Inc. (NasdaqCM:TROO) entered into a sale and purchase agreement to acquire Riches Holdings Limited from Lianteng Limited for $13.4 million on May 9, 2024. The Consideration shall be satisfied by the Company through the issurance of convertible promissory note to the Vendor for the principal amount of $13.4 million. The Note was issued by the Company to the Vendor on May 9, 2024, with a Maturity Date of May 9, 2029. Upon completion of the Agreement, the Company will own the entire issued and outstanding share capital of Riches Holdings. ompletion of this Agreement is conditional on the following Conditions i.e., the representation and warranties remaining true and accurate and not misleading at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion; the Purchaser being satisfied upon inspection and investigation as to the financial, corporate, taxation and trading position of the Company, and the title of the Company to its Assets; the performance and observance by the Vendor of all their undertakings and obligations under this Agreement; the signed board resolutions of the Purchaser at which the directors of the Purchaser shall pass resolutions to approve this Agreement and the transactions contemplated hereunder or thereunder, including but not limited to the purchase of the Sale Shares from the Vendor; the Vendor shall have delivered or cause to be delivered to the Purchaser the instrument(s) of transfer and the bought and sold notes of the Sale Shares duly executed by the Vendor as registered holder thereof in favour of the Purchaser or its nominee together with the related share certificate(s). If at any time before Completion any fact, matter or event comes to the notice of the Purchaser?s Right to Terminate which constitutes a breach by the Vendor of this Agreement and would constitute a breach of any Representation and Warranty, if the Representations and Warranties were given on or at any time before Completion by reference to the facts and circumstances then existing. Completion of the Sale and Purchase Agreement shall occur on May 31, 2024.

TROOPS, Inc. (NasdaqCM:TROO) completed the acquisition of Riches Holdings Limited from Lianteng Limited on May 31, 2024.