YDX Innovation Enters into Definitive Agreement to Acquire an Experienced Digital Content Producer: Render.GG
VANCOUVER, B.C., July 10th 2020 — YDX Innovation Corp. (TSX-V: YDX, OTC: YDRMF, FSE: A2PB03) (“YDX” or the “Company”) is pleased to announce that it has entered into a definitive arm’s length share purchase agreement dated July 09th, 2020 (the “Agreement”) with Render.GG, a private corporation existing under the laws of England and Wales (“RENDER”), and the shareholders of RENDER (collectively, the “Vendors”), pursuant to which YDX has agreed to acquire all of the issued and outstanding RENDER shares from the Vendors (the “Transaction”).
Based in the United Kingdom, RENDER is an expert in media production and management, motion graphics, social media management and content curation for YouTube. Render.GG is a well-known name in creating content for popular streamers, YouTube Celebrities and personalities within the esports and gaming industry. RENDER’s boasts an impressive list of clients, including Fortnite Streamer Lachlan with 13.5M subscribers, Social Media influencers SSSniperWolf and Amouranth with 25M and 4.5M Social Reach respectively. Render.GG has also worked with brands like KFC Gaming and GFuel, in addition to esports teams like Cavs Legion, the gaming division of NBA franchise, Cleveland Cavaliers and G2 Esports, a European esports organization.
“Render.GG provides us with crucial exposure in the gaming and esports industry, and the experience of creating high-end digital content for clients with millions of viewers online and part of a massive global market. We are extremely excited about this addition to the YDX group of companies. Ben Watson and the entire RENDER team have built an excellent brand and an impressive client list. We look forward to taking the business further and enhancing existing innovations. We believe that our acquisition strategy will allow for collaboration and leverage economies of scale, capture marketing share through deeper engagement and expanding our revenue potential. The anticipated acquisition of Render.GG, alongside our recent acquisitions of Beat Gaming and Purple Mage, paired with the development of our own brands (YDreams and Arkave), brings forth an opportunity to fuel the rapid growth of YDX. The Company’s endeavours have been carefully evaluated and analyzed as we continue to seek companies that will promote sustainable and profitable operations,” said Daniel Japiassu, CEO of YDX Innovation.
About the opportunity, Ben Watson, CEO and Founder of Render.GG stated:
“We’re really excited about joining the YDX group. Together with YDX’s recent additions, we’re confident that our combination will produce tangible synergies. As we’ve gotten to know the YDX group better, it is our belief that becoming part of the YDX family will allow us to achieve new heights together through new growth opportunities and collaborations.”
For more information please visit: http://render.gg
The purchase price for RENDER is $850,000 consisting of (i) cash consideration of $150,000 payable on the date which is thirteen (13) months from the closing of the Transaction, and (ii) stock consideration of $700,000 payable by the issuance of 3,500,000 shares in the capital of YDX (each, a “YDX Share”) at a deemed price of $0.20 per YDX Share on closing (the “Payment Shares”). Closing of the Transaction is subject to a number of conditions common to similar share purchase transactions, including approval from the TSX Venture Exchange (the “TSXV”).
Closing of the Transaction is subject to a number of conditions common to similar share purchase transactions, including YDX’s completion of a satisfactory due diligence review of RENDER, approval from the TSX Venture Exchange (the “TSXV”), and RENDER having positive working capital and no long-term debt on closing.
In connection with the Transaction, the Company has entered into a finder’s fee agreement dated April 20, 2020 with an arm’s length finder, for payment of a finder’s fee consisting of the issuance of such number of YDX Shares as is equal to the maximum amount allowed under Section 3.3 of Policy 5.1 of the TSXV (the “Finder’s Shares”), subject to the policies and the approval of the TSXV. When issued, the Finder’s Shares will be subject to a restricted period of four months and one day.
The Company anticipates that the Transaction will constitute an Expedited Transaction in accordance with the policies of the TSXV.
Japiassu further commented that, “Through acquisitions, YDX intends to build a stronger company and a brand that is a reference in the fields of esports and immersive technologies. On behalf of the whole YDX team and Board of Directors, I would like to thank Render.GG, Purple Mage and Beat for their trust in our vision. We look forward to continuing to pursue future acquisitions in this new chapter for YDX. In doing so, we hope to instill shareholder confidence through the creation of a solid base for long term growth in revenues and sustainability. We appreciate your patience during this transition and ask for your continued support as we work towards building a bright future for the Company. Be safe and stay healthy.”
The Company has issued 33,333 common shares in consideration of services provided by Jamil Garcia as the Chief Finance Officer of the Company for the period from February 1 to April 30, 2020, pursuant to an agreement dated Aug 1st, 2019. The common shares are subject to a statutory four-month and one-day hold period.
About YDX Innovation
YDX Innovation Corp. (TSXV- YDX :: www.ydxinnovation.com) is a technology company that develops products and services and is an expert in immersive technologies like Augmented and Virtual Reality, eSports events and Interactive Exhibitions under the following four divisions:
Arkave VR Arena – https://sales.arkavevr.com/ – a gaming platform that brings the most immersive Virtual Reality experience to Location-Based venues with a highly scalable business model. Developed as an all-in-one gamers haven featuring state-of-the-art free room tech right down to the most nostalgic gaming systems.
YDreams Global – www.ydreamsglobal.com – have developed over 1,300 interactive experiences for clients all over the world such as Disney, NBA, Adidas, Cisco, Nokia, Nike, Mercedes-Benz, Coca-Cola, Santander, AmBev, Qualcomm, Unilever, City of Rio and Fiat.
BEAT Gaming – www.beat.gl -Founded in 2011, BEAT Gaming is an experienced Canadian esports company that has organized internationally recognized events such as the Dota 2, Overwatch and PUBG BEAT Invitational. Since its creation, BEAT has organized over 30 professional and semi-pro esports events, which have reached over 40 million views globally.
Purple Mage Advisors – www.purplemage.com – Purple Mage Advisors (PMA) is a research and data analysis firm that specializes in player recruitment and development in the gaming industry. PMA helps esports and gaming companies with industry reports, player recruitment, player training, data analysis and relevant statistical reporting.
Director and CEO
This news release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws, including, without limitation: the belief that Company has a bright future that depends on strategic investment in new technologies; the intention to build a sustainable and conscientious company; the intention that YDX will have a stronger presence online through new products in esports and VR; and the intention to bring Virtual Reality to consumers directly and offer expertise in immersive technologies to allow companies to better operate during the new reality of the COVID-19 pandemic. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. The Company’s statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of the Company’s control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Transaction, including: that the Company’s assumptions in making forward-looking statements may prove to be incorrect; general adverse market conditions and competition; the inability to finance operations and/or obtain any future strategic investment necessary to implement new technologies; the inability to build a sustainable, conscientious company with a stronger presence online through new products in esports and VR; the inability to bring Virtual Reality to consumers directly and offer expertise in immersive technologies; and that market conditions related to the COVID-19 pandemic may negatively affect the outcome of the business or operations of the Company, including its results and financial condition. Except as required by securities law, the Company does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.