NFT Tech announces acquisition of Run It Wild; Appoints Adam De Cata as CEO

Former Head of Partnerships at Decentraland joins NFT Tech as CEO to lead the expansion of Tier 1 Brand Partnerships

VANCOUVER, British Columbia, July 7, 2022– (BUSINESS WIRE) –NFT Technologies Inc. (NEO: NFT) (“The Company” or “NFT Tech”), a leading technology company that mainstreams decentralized ownership, NFTs and the meta-market for public markets, announced today that it has entered into a final agreement to acquire Run It Wild (the “transaction”), an interdisciplinary blockchain, metaverse and NFT development studio, as well as the appointment of Run It Wilds Adam De Cata as the new CEO of NFT Tech, with immediate effect. Adam replaces Mario Nawfal, who will serve as strategic advisor to NFT Tech.

With the acquisition of Run It Wild, NFT Tech expands its NFT development and partnership offering to leading brands and IP holders worldwide who want to create unique NFT experiences directly for consumers. The transaction complements NFT Tech’s industry-leading NFT infrastructure, investment and games to make money.

“The acquisition of Run It Wild is one of the most important steps NFT Tech has ever taken towards the mainstreaming of NFTs and the metaverse,” said Wayne Lloyd, CEO of NFT Tech. “Run It Wild er the gateway for brands to navigate the capabilities of Web3, and has been responsible for pioneering some of the most successful “firsts” in the industry. We are excited to have Adam on board and look forward to seeing 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 blockchain, NFT and metaverse space, he has 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.

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“I am honored to join the strong team at NFT Tech and help build on top of what the company has already achieved. They have established themselves as the only listed company focused on expanding the real value and value of NFT Tech. is for mainstream adoption, and as an industry we only scratch the surface of what can be achieved, “said Adam. “The expansion of our combined offerings will not only drastically drive our growth, but also lead some of the most iconic global brands and their consumers into the meta-verse 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 Elvis NFT in the entire chain of Estate of Elvis Presley. As Head of Partnerships for Decentraland, Adam boarded Sotheby’s, the 250-year-old auction house, for their first Metaverse experience, overseeing other notable debuts, including Coca-Cola, Unilever, the Australian Open, Samsung and others.

About the transaction

The transaction is expected to be completed in accordance with a share purchase agreement between NFT Tech and the supplier (the “Agreement”), dated 7 July 2022. Upon completion of the transaction, NFT Tech will issue 10,000,000 ordinary shares and a cash payment of C $ 2,000,000 in switch to buying all the issued and outstanding shares in Run it Wild. Pursuant to the Agreement, certain key employees of Run It Wild, including Mr. De Cata, in connection with the Transaction, will enter into new employment agreements with NFT Tech to continue to provide services to NFT Tech (“Key Employee Agreements”).

Subject to the terms of the agreement, the supplier is entitled to additional “earn-out” payments, up to a maximum of C $ 5,000,000. Such earn-out payments shall be equal to USD 1 million for every USD 2 million in revenue generated by the agency. to Target for the period of nine months after completion of the transaction and is conditional on at least half of the key employee agreements continuing in their entirety. force and effect from the pay-out date of earn-out. The seller may, at its sole discretion, choose to receive any portion, up to a maximum of 50%, of the earn-out payments, in ordinary shares of the company, and the estimated price per share will be equal to the volume-weighted average price of ordinary shares on the NEO exchange for the five trading days immediately before the current payment date. Notwithstanding the foregoing, the Company shall under no circumstances be required to pay the earn-out payment in equity if such issuance would result in the creation of a new controller.

Ordinary shares issued in connection with the Agreement will be subject to certain transfer restrictions as specified in the Agreement, including the conclusion of a contract for a period of twenty-four (24) months.

The agreement contains, among other things, agreements on non-solicitation and may be terminated (i) mutually, by written agreement, (ii) by the company, after written notice, for breach, serious adverse material effect on the target or closure of the transaction that does not take place within external date in accordance with the agreement, and (iii) by the supplier, upon written notice, for breach or closure of the transaction that does not take place outside the agreement.

Completion of the transaction is subject to receipt of NEO Exchange approval, receipt of executed key employee agreements and lock agreements and other common closing conditions for transactions of this kind. No insurance or guarantee can be given that the conditions will be met or that the transaction will be completed.

To Run it Wild

Run It Wild is an interdisciplinary blockchain, metaverse and NFT development studio specializing in art, collectibles and games. With a diverse portfolio that includes blue-chip brands such as the Australian Open, Linktree and Elvis Presley, for creators, such as Alex Trochut and David McLeod, Run It Wild has found the product market suitable in collaboration with brands to navigate the possibilities of Web 3.0.

About NFT Tech

NFT Tech works to develop infrastructure, assets, real estate and IP in the meta-version, build and generate revenue from P2E and M2E games, and bring insights and benefits to the public markets. By bridging traditional capital markets and the Web3 site, NFT Tech mainstreams decentralized ownership, NFTs and the meta-verse. Ongoing projects include the founding of the GOAT Guild and Fuku.

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Warning about future-oriented information

This press release contains certain forward-looking statements within the meaning of applicable securities legislation with respect to the Company. These forward-looking statements are usually identified with words such as “belief”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”. , “” may “,” should “,” will “,” would “and similar expressions. De Cata as CEO of NFT Tech; expansion of the company’s NFT development and product offering; potential benefits and requirements for NFT projects directly to the consumer; potential benefits, development and acceptance of web3 and related applications; continued employment of Run It Wild employees and the value of their experience; plans to accelerate growth; and continued public acceptance of NFTs. the information because the company can not give any guarantee that they will prove to be correct. share future events and conditions, they in themselves involve inherent risks and uncertainties. Many factors may cause actual future events to differ materially from the forward-looking statements in this press release, including, without limitation, the risk factors described in the prospectus. Readers are warned that the previous list of factors is not exhaustive. The forward-looking statements included in this press release are expressly qualified by this cautionary statement. The forward-looking statements and information in this press release are made from the date hereof, and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required. of applicable laws.

No securities regulators have approved or rejected the contents of this press release. Neo Exchange has not reviewed or approved this press release for the adequacy or accuracy of the content.

This press release does not constitute an offer to sell or an invitation to offer to sell any of the securities in the United States. The securities have not been and will not be registered under the US Securities Act of 1933 (“US Securities Act”) or any government securities laws and may not be offered or sold in the United States or to

Persons in the United States (as defined in Regulation S under the US Securities Act) unless they are registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.

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