MSM Corporation International Limited entered into a binding Implementation Agreement to acquire remaining 90% stake in Riva Technology and Entertainment Limited on December 17, 2021. Based on the binding Implementation Agreement between the company, RTE and the major shareholders of RTE, the company will offer to acquire the 90% of the issued shares of RTE which it currently does not own from the shareholders of RTE and offer to acquire all convertible notes, loan notes and options on issue in RTE from the holders of such instruments and securities. The consideration for the merger will be satisfied by the offer by the company of: (i) 1,693,880,745 fully paid ordinary shares to the parties who are shareholders of RTE at completion; (ii) 107,785,723 options to acquire MSM Shares exercisable at $0.047 each on or before 31 December 2024 to the holders of options in RTE; and (iii) 440,304,356 MSM Shares and 110,076,089 MSM Options to the holders of convertible notes and loan notes in RTE. Upon completion of the transaction, MSM will welcome Paul Roy as Managing Director and Chief Executive Officer of the merged entity. Completion of the merger is subject to various conditions precedent, including, but not limited to: (a) the company receiving firm commitments to raise $20,740,000 via the issue of 617,261,905 MSM Shares at an issue price of $0.0336 per MSM Share; (b) all holders of shares, options, convertible notes and loan notes in RTE accepting the offers described above; and (c) the parties receiving all necessary regulatory consents, waivers or approvals required.