Toronto, Ontario–(Newsfile Corp. – May 18, 2022) – 1319472 B.C. Ltd. (“131“) and Meta World Corporation (“MetaWorld“) are pleased to announce the execution of a binding letter agreement (the “Letter Agreement“) which, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of 131 by MetaWorld (the “Proposed Transaction“). The resulting issuer from the Proposed Transaction (the “Resulting Issuer“) will carry on the current business of MetaWorld.
Prior to the closing of the Proposed Transaction: (i) MetaWorld intends to complete a private placement offering of MetaWorld shares to raise gross proceeds of approximately $1,000,000 at $0.15 per share (the “Seed Financing“); and (ii) either MetaWorld or 131 intends to complete a private placement offering of subscription receipts at $0.25 per subscription receipt for aggregate gross proceeds of up to $5,000,000, with each subscription receipt being converted automatically into units upon the completion of the Proposed Transaction and satisfaction of customary escrow release conditions, whereby each unit consists of one common share and (ii) one common share purchase warrant exercisable at $0.35 for two years from closing of the Proposed Transaction (the “Concurrent Financing“).
MetaWorld is a Canadian private company focused on the acquisition, development, and commercialization of digital assets on web 3.0 applications, namely the metaverse. MetaWorld currently owns 100% of faceless avatars, a metaverse platform provider which has developed an ecosystem where it has successfully designed, minted and commercialized digital assets in the metaverse (“Faceless Avatars”).
The Letter Agreement
Under the terms of the Letter Agreement, the Proposed Transaction is anticipated to be completed through a business combination by way of an amalgamation, arrangement, share exchange, or other similarly structured transaction pursuant to the Business Corporations Act (Ontario) whereby a wholly owned subsidiary of 131 will amalgamate with MetaWorld and the Resulting Issuer would continue on with the business of MetaWorld. In connection with the Proposed Transaction, 131 will: (i) reconstitute its board of directors and senior officers to be comprised of the nominees of MetaWorld, and, if applicable, increase the size of its board of directors (the “Board and Management Rotation“); (ii) change its name to one determined by MetaWorld in its sole discretion (the “Name Change“); (iii) adopt a new stock based compensation plan (the “Stock Based Compensation Plan“); and (iv) complete either a consolidation or a split of the common shares in the capital of 131 (the “131 Shares“), immediately prior to the closing of Proposed Transaction on a basis that results in the number of post-adjusted 131 Shares (the “Adjusted 131 Shares“), inclusive of any 131 Shares issued pursuant to any financing completed by 131, being equal to a maximum of 14,000,000 common shares (the “Adjustment”).
The Letter Agreement includes a number of conditions, including but not limited to, receipt of requisite shareholder approvals including the approval of the shareholders of 131 and MetaWorld, the completion of the Name Change, Board and Management Rotation, Adjustment, adoption of the Stock Based Compensation Plan, and approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and other closing conditions customary to transactions of the nature of the Proposed Transaction.
131 is a reporting issuer under the securities laws of the Provinces of British Columbia and Alberta. The 131 Shares are currently not posted for trading on any marketplace. The Resulting Issuer intends to apply to list its common shares on the NEO Exchange or another Recognized Exchange (as defined in the NEO Exchange Listing Manual) (the “Exchange“) and, if and upon the satisfaction of the Exchange’s initial listing requirements, the common shares of the Resulting Issuer are expected to begin trading on the Exchange following the closing of the Proposed Transaction.
Pursuant to the terms of the Letter Agreement, and in connection with the Proposed Transaction:
(a) holders of MetaWorld will receive one 131 Share post-Adjustment for each MetaWorld share held; and
(b) all outstanding broker warrants and other convertible securities of MetaWorld will be exchanged for equivalent securities of 131.
Management of the Resulting Issuer
Subject to applicable shareholder and regulatory approval, upon completion of the Proposed Transaction, the board of directors and management of the Resulting Issuer will be selected by MetaWorld as noted above and the parties will provide further information on the board and management nominees at a later date.
Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
All information contained in this press release with respect to 131 and MetaWorld was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
The 131 Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For additional information on 1319472 B.C. Ltd.:
Chief Executive Officer, Chief Financial Officer & Director
416 481 2222
For additional information on Meta World Corporation:
As of the date hereof and 131 does not carry on an active business and is not currently listed on a stock exchange. 131 is presently engaged in identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.
Not for distribution to United States newswire services or for dissemination in the United States.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward Looking Statements
This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company’s ability to complete the Proposed Transaction; the ability of the Company to complete the Board and Management Rotation, Adjustment, Name Change and adopt the Stock Based Compensation Plan; the ability of the Company and MetaWorld to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the ability of the Company to fulfill the listing requirements of the Exchange.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; the continued growth of the Company; the Company will complete the Board and Management Rotation, Adjustment, Name Change and adopt the Stock Based Compensation Plan; the Company will complete the Proposed Transaction; and the ability of the Company to fulfil the listing requirements of the Exchange.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company’s and/or MetaWorld’s operations; the Company’s inability to complete the Proposed Transaction; the inability of the Company to complete the Board and Management Rotation, Adjustment, Name Change and/or adopt the Stock Based Compensation Plan; the inability of the Company and MetaWorld to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the risks associated with the Company’s ability to meet Exchange listing guidelines.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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