Emerge Gaming Limited (ASX:EM1) agreed to acquire MobiMedia International from Australian Content Management Pty Ltd for AUD 0.8 million on November 11, 2022. The consideration of AUD 0.65 million to be settled AUD0.4875 million in cash and AUD0.1625 million in performance based Deferred Consideration Shares. Deferred Consideration Shares will be issued to the Seller subject to MobiMedia achieving more than AUD0.66 million in audited revenue, from its existing partnership agreements within 12 months from the settlement date of the purchase agreement.

The seller is eligible to be issued an incentive of additional deferred Shares of AUD0.15 million subject to the VAS business achieving a target of more than AUD1.15 million in audited revenue, from its existing partnership agreements within 12 months from settlement date of the purchase agreement. The settlement date of the purchase agreement will occur seven business days after the satisfaction or waiver of due diligence completed to the sole satisfaction of Emerge, Emerge obtaining any applicable regulatory consents and approvals to complete the Purchase agreement, Key Management Personnel and staff entering into executive services agreement on terms acceptable to Emerge and Payment by Emerge of the cash consideration of AUD0.487,5 million. Upon closing of the transaction, Mr. Todd Emanuelli, the current CEO of Mobimedia, will be appointed as the CEO of a new subsidiary, StreamPlay Studio Pacific Pty Ltd, to be incorporated by Emerge to undertake the VAS business.

The VAS business will be operated under new wholly owned Streamplay subsidiary, Streamplay Studio Pacific Pty Ltd, which will be headed by Mr. Todd Emanuelli, an experienced telco emerging markets executive. As part of the transaction, Todd and his team of management and staff will join Streamplay and add significant experience in expanding and servicing MNO partnerships. As of December 12, 2022, Of this, 75% (AUD 487,500) is fixed and payable on the Settlement Date, with the balance of 25% (AUD 162,500) payable in performance-based Deferred Consideration Shares.

The Deferred Consideration Shares will be issued to the vendor subject to the VAS business being acquired achieving more than AUD 660,000 in audited revenue (excluding any one-off extraordinary revenue and investment income items), from its existing partnership agreements within 12 months from the Settlement Date of the Purchase Agreement.