GEMX Exchange Limited entered into a definitive share exchange agreement to acquire Brainy Brawn, Inc. from Kimberly Sue Halvorson, Jay Maull and others for $3 billion in a reverse merger transaction.

GEMX Exchange Limited entered into a definitive share exchange agreement to acquire Brainy Brawn, Inc. from Kimberly Sue Halvorson, Jay Maull and others for $3 billion in a reverse merger transaction on March 30, 2021. As part of the agreement, BRNW will own all of the equity of GEMX, equaling 16,136,204 shares of GEMX's stock, and representing all of its issued and outstanding shares. Brainy Brawn will issue 94,779,615 shares of common stock of BRNW to shareholders of GEMX, representing approximately 99.77% of BRNW's outstanding shares of Common Stock (the “Share Exchange”), calculated post-issuance.

The New Equity Holders are acquiring the BRNW Shares, representing approximately 99.77% of the outstanding Common Stock of BRNW post 5000:1 consolidation. The total issued and outstanding shares after the share issuance to GEMX will be 95,000,902 for the Company and subject to any round up rules from the Transfer Agent of Record and DTC (Depository Transfer Corporation). McMurdo Law Group acted as legal advisor to BrainyBrawn.