Alpha Metaverse Technologies Inc. (CNSX:ALPA) has entered a letter of intent to acquire Shape Immersive Entertainment Inc. from its former shareholders for CAD 6.7 million on January 24, 2022. Under the terms of agreement, Alpha Metaverse Technologies issued 14,840,000 common shares and CAD 1 million in cash. In a related transaction, Alpha has also entered into an agreement with Research Capital Corporation, as sole agent and sole bookrunner, in connection with a best efforts, brokered private placement of up to 16,000,000 units of the Company at a price of CAD 0.25 per Unit for gross proceeds of up to CAD 4 million. The Company's obligations under the LOI are subject to completion of satisfactory due diligence and successful negotiation of a definitive agreement. On April 13, 2022, the parties entered into a definitive agreement for the transaction. The 14,000,000 Alpha Shares to be issued pursuant to the Acquisition shall be subject to escrow restriction whereby 10% of such Alpha Shares shall be released on the Closing Date, and thereafter, 18% of such remaining Alpha Shares shall be released after each subsequent four month period following the Closing Date. The Company shall grant a general security interest in favour of the Shape Shareholders for the purposes of securing the payment of the Additional Cash Consideration. In the event the Additional Cash Consideration has not been paid within one-hundred and eighty days following the Closing Date, the Company shall issue an additional aggregate 6,678,000 Alpha Shares to the Shape Shareholders, the Escrow Arrangement shall no longer apply and the Company shall maintain the obligation to pay the Additional Cash Consideration. Upon completion of the Acquisition, Shape will continue to function as a fully operational metaverse creator engaged in the development of non-fungible token technology, augmented reality experiences, and three dimensional products to transform user experiences. Closing of the Acquisition is subject to customary conditions, including receipt of all necessary regulatory and other approvals.

Alpha Metaverse Technologies Inc. (CNSX:ALPA) completed the acquisition of Shape Immersive Entertainment Inc. from its former shareholders on May 4, 2022. Shape's management team will continue to lead the studio. On January 5, 2023, Alpha Metaverse Technologies Inc. has entered into an amending agreement with Shape Immersive Entertainment Inc. and the former shareholders of Shape to amend the share purchase agreement dated April 12, 2022 to provide for a deferred payment schedule for the CAD 0.5 million remaining payable by Alpha to the Former Holders under the SPA. Pursuant to the Amending Agreement, Alpha paid CAD 0.1 million of the Remaining Consideration on the date of the Amending Agreement, and has agreed to pay the remaining CAD 0.4 million through either the financial performance of Shape or a financing in Alpha no later than September 28, 2023. Alpha shall not be required to deliver the additional 6,678,000 common shares of Alpha required to be delivered to the Former Holders under the SPA in the event of non-payment of the Remaining Consideration in accordance with the SPA, unless and until Alpha fails to repay the Remaining Consideration prior to the expiry of the Post-Amendment Period. Pursuant to the provisions of the SPA, all common shares of Alpha previously issued to the Former Holders will be released from the contractual escrow provisions of the SPA by January 6, 2023.