Xigem Technologies Corporation (CNSX:XIGM) entered into a binding letter of intent to acquire Substantially all of the assets of EAFdigital Inc. on November 23, 2022. Pursuant to the terms of the LOI, Xigem Technologies will purchase EAFdigital for a to-be-determined value, satisfied entirely by common shares of Xigem Technologies. Value will be further determined upon completion of diligence, and in advance of signing a definitive agreement. Xigem Technologies Corporation signed a definitive asset purchase agreement to acquire substantially all of the assets of EAFdigital Inc. for CAD 0.62 million on February 24, 2023. Pursuant to the terms of the LOI, Xigem Technologies will purchase EAFdigital for a to-be-determined value, satisfied entirely through and paid in common shares of Xigem Technologies. The total number of shares issued to the vendors of EAFdigital shall not exceed 45% of the issued and outstanding common shares of Xigem Technologies, to be issued to the Vendors by Xigem Technologies upon closing of the transaction. Pursuant to the terms of the asset purchase agreement, Xigem will purchase assets of EchoDigital for consideration of 8,924,495 common shares of Xigem to be issued upon closing of the transaction. The shares issuable under the transaction will be subject to contractual restrictions on trading, such that 50% may not be traded until five months after the closing of the transaction, and the remaining 50% may not be traded until 10 months after the closing. Upon closing of the transaction, EchoDigital will be operated as a wholly-owned subsidiary of Xigem. Pursuant to a royalty and service based management agreement to be executed on closing by the parties, EAF GROUP will provide management services relating to EchoDigital, while EchoDigital will continue to support the sales efforts of the EAF GROUP, for at least 10 years. The management agreement is expected to form part of the definitive agreements associated with the transaction and include that EAFdigital will continue to be operated by principals of the EAF GROUP.

Closing of the transaction, including the proposed issuance of shares, is subject to the parties negotiating and entering into a definitive agreement evidencing the terms of the transaction, and to customary closing conditions including the receipt of any required regulatory and exchange approvals. The transaction is expected to close in January of 2023. As of February 27, 2023, the closing of the transaction is expected to occur on or about March 6, 2023.

Xigem Technologies Corporation (CNSX:XIGM) completed the acquisition of Substantially all of the assets of EAFdigital Inc. for aggregate consideration of CAD 0.89 million on March 8, 2023. The Company purchased all of the assets of EchoDigital from EAF Group of Companies. The Company has purchased assets of EchoDigital for consideration of 8,924,495 common shares, based on the closing price of the Company’s common shares on February 24, 2023, the shares are valued at CAD 0.89 million.