Alpha Metaverse Technologies announces signature of

VANCOUVER, British Columbia, April 13, 2022 (GLOBE NEWSWIRE) – Alpha Metavers Technologies Inc. (CSE: ALPA) (ESF: 9HN0), (OTC PINK: APETF) (“Alpha“or the”company“) Is pleased to announce, following the company’s press release dated January 24, 2022, that it has signed a final agreement (the”Share”) With Shape Immersive Entertainment Inc. (“Form”) And all shareholders in Shape (the“Train shareholders“), To acquire (the“Acquisition”) 100% of the issued and outstanding share capital of Shape.

Upon completion of the acquisition, Shape will continue to operate as a fully operational metaverse creator involved in the development of non-fungible tokens (“NFT”) Technology, augmented reality and three-dimensional experiences (“3D”) Products to transform user experiences. Shape is a leader in 3D NFTs, holograms, augmented and virtual reality and game-to-win development. Shape has also partnered or worked with many well-known Fortune 1000 companies and other category leading companies such as RTFKT® (recently acquired by Nike®), Red Bull®Intel® and the Olympics®.

“The conclusion of this agreement with Shape represents an important milestone for Alpha in our expansion into Web3 and Metaverse-based gaming and branding experiences,” said Brian Wilneff, CEO of Alpha. “We look forward to completing the acquisition and expanding Shape’s ongoing study work for major brands and leveraging its development opportunities to grow Alpha’s existing gaming capabilities. This combination of internal and external study work will also expand Alpha’s business development pipeline and partnership growth.

Purchasing considerations:

Under the terms of the agreement, the company will provide the following consideration for the acquisition:

(a) Payment of a total amount of $ 500,000 in cash to Shape shareholders (total) on the closing date of the Purchase (the “Closing date”);

(b) Issuance of a total of 14,000,000 ordinary shares in the company’s capital (each, a “Alpha share”) To Shape Shareholders (collectively) on the End Date;

(c) Payment of a total amount of $ 500,000 in cash to Shape shareholders (total) within one hundred and eighty (180) days after the End Date (the “Additional cash consideration”); and

d) Issuance of a total of 840,000 Alpha shares to certain persons as consideration for services rendered in connection with the successful completion of the transaction envisaged in the Agreement, on the Closing Date.

The 14,000,000 Alpha shares to be issued under the Purchase will be subject to a restricted restriction, whereby 10% of such Alpha shares will be released on the closing date, and thereafter 18% of such remaining Alpha shares will be released after each fourth (4th) month period after the closing date (the “Escrow agreement”).

The company will provide a general guarantee in favor of the Shape shareholders for the purpose of securing the payment of the additional consideration in cash. In the event that the additional cash consideration has not been paid within one hundred and eighty (180) days after the closing date, the Company will issue an additional 6,678,000 Alpha shares to Shape shareholders (total), the escrow arrangement will no longer applies and the company will maintain the obligation to pay the additional cash consideration.

In addition, the Company has agreed to issue up to a total of 9,000,000 Alpha shares to certain shareholders in Shape (total), who will join Alpha, upon completion of the acquisition, as employees or consultants. (gathered “Scene shares”), On the following basis:

(a) 500,000 Milestone Shares at Alpha’s market value not less than $ 50,000,000 for a period of 10 consecutive trading days;

(b) 500,000 Milestone shares at an Alpha market value of at least $ 75,000,000 for a period of 10 consecutive trading days;

(c) 1,000,000 Milestone shares with an Alpha market value of at least $ 100,000,000 for a period of 10 consecutive trading days;

(d) 1,000,000 Milestone shares at Alpha’s market value not less than $ 125,000,000 for a period of 10 consecutive trading days;

(e) 1,000,000 Milestone shares at Alpha’s market value not less than $ 150,000,000 for a period of 10 consecutive trading days;

(f) 1,000,000 Milestone shares with an Alpha market value of at least $ 175,000,000 for a period of 10 consecutive trading days;

(g) 1,000,000 Milestone shares with an Alpha market value of at least $ 200,000,000 for a period of 10 consecutive trading days;

(h) 1,000,000 Milestone Shares of Alpha’s market value not less than $ 250,000,000 over a period of 10 consecutive trading days;

(i) 1,000,000 Milestone shares at an Alpha market value of at least $ 300,000,000 for a period of 10 consecutive trading days; and

(j) 1,000,000 Milestone shares with an Alpha market value of at least $ 350,000,000 for a period of 10 consecutive trading days;

provided that each respective step is reached within five years of the end date and that the market value of each step is calculated using the price per Alpha share on the Canadian Stock Exchange multiplied by the number of Alpha shares in circulation.

Completion of the purchase is subject to usual conditions, including receipt of all necessary regulatory and other approvals.

About Alpha Metaverse Technologies Inc.

Alpha Metaverse Technologies Inc. is a technology company focusing on new industries within e-sports, mobile, console and web games, e-commerce and other high-growth opportunities such as augmented reality / reality virtual Web3 and blockchain-based companies. Through a strong portfolio of technology assets and products such as GamerzArena and HeavyChips, Alpha brings a unique mass appeal to modern gaming platforms. Learn more about: www.cubasporttrrips.com

Contact:
Investor Relations: ir@alphametaverse.com – 604 359 1256
Media and PR: media@alphametaverse.com

On behalf of the Board of Directors
Brian Wilneff
CEO

Forward-looking statement
This press release contains “forward-looking information” within the meaning of applicable securities laws regarding statements regarding the Company’s acquisitions, operations and plans, including with respect to the completion of further acquisitions, payment of additional payments and achievement of certain milestones, including but not limited to any increase in market value. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, no assurance can be given that such expectations will prove to be correct. Readers are warned not to rely unnecessarily on forward-looking information. These forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and development to differ materially from those anticipated in such statements, inter alia, depending on the risk that the acquisition will not be completed. not as expected, or at all; that the Company does not make other acquisitions; that the company does not honor its future payments and issues; that the company meets some or all of its future milestones, including, but not limited to, any increase in market value; and that the Company may not be able to execute its business plans as planned. Unless required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information contained in this press release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, no assurance can be given that such expectations will prove to be correct and no reference is made to profitability based on reported sales. The statements in this press release were issued on the date of this press release.

CSE has not reviewed, approved or rejected the contents of this press release

Alpha Metaverse Technologies announces signature of

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