NFT Investments PLC (AQSE: NFT) Proposed acquisition of Pluto Digital for £96m, Suspension of share trading

Proposed acquisition of Pluto Digital for £96m

Suspension of share trading on Aquis

NFT Investments (AQSE: NFT), an incubator specialising in the market for non-fungible tokens (“NFTs”), is pleased to announce it has entered into a non-binding letter of intent (“LOI”) for the acquisition of Pluto Digital PLC (“Pluto”), a crypto technology and venture company, for a consideration of £96 million.

The acquisition, which is conditional on shareholder approval, will create a significant global metaverse company and advance NFT’s investments in the non-fungible tokens sector as the Pluto Ventures division has invested heavily in NFTs and NFT gaming.

Pluto is pioneering the next generation of crypto technologies in the decentralised finance and metaverse blockchain gaming sectors. Pluto already has a successful track record in execution in the 12 months since January 2021, including:

· Released a DeFi token which is trading on global crypto exchanges

· Established a venture capital arm, Pluto V, which has made investments in a range of Web3 projects and NFT assets which performed well in 2021

· Established an expert blockchain engineering team with technical staff coming from leading technology companies such as Red Hat and IBM

· Currently working on a DeFi application that can provide high value DeFi performance to both crypto users and institutional investors

· Has acquired a strategic shareholding in a UK gaming development studio Maze Theory, responsible for many successful international branded VR, PC/Console & mobile games including Dr Who and the Peaky Blinders franchises

· In addition, it is working alongside Maze Theory to release high quality games that incorporate token economics to empower the next generation of gamers. Blockchain games, also known as Play2Earn, have created substantial value led by Sky Mavis and Axie Infinite, with respective valuations of $3Bn and $19Bn

Under the terms of the proposed acquisition, NFT will acquire 100% of the issued share capital of Pluto for a consideration to be satisfied by the issue of 2.4 billion new ordinary shares in NFT (at 4p per new NFT share valuing Pluto Digital PLC at £96 million).

The acquisition will be a reverse takeover of NFT under the AQSE Rules and will be subject to the UK Takeover Code. The acquisition, if completed, will result in Pluto shareholders holding 70.5% of the enlarged business on completion. The acquisition is expected to be made by way of a scheme of arrangement by Pluto and will be conditional upon approval by shareholders of Pluto and the court.

NFT will have a 90-day exclusivity period to conduct due diligence on Pluto. Concurrent with, and as a condition to, the completion of the Acquisition, three Pluto team members will join the company as directors and Jonathan Bixby will continue to serve as Executive Chairman.

NFT will loan Pluto £5 million on signing the LOI, the proceeds of which will be used to complete the strategic acquisition of a number of technology companies in the metaverse sector. The loan will accrue 10% interest and will be repayable on 30 days’ notice if Pluto terminates the transaction and on 90 days’ notice if NFT terminates the transaction.

Further details of the acquisition will be provided in due course.

Jonathan Bixby, Executive Chairman of NFT Investments, owns 4,750,000 shares representing 0.75% of Pluto. He also holds 9,500,000 warrants exercisable at 3 pence and 14,250,000 warrants exercisable at 6 pence.

Mr Bixby owns 54,500,000 shares in NFT Investments representing 5.43% of the total shares in issue and 10,000,000 warrants exercisable at 1 penny.

Suspension of trading on Aquis

NFT Investments will suspend trading on the Access segment of the AQSE Growth Market until the proposed acquisition of Pluto is completed.

Jonathan Bixby, Executive Chairman of NFT Investments, said: “We are very excited about the prospects of Pluto and NFT merging to create a large global metaverse company. This is a transformational deal that will provide us with the scale to expand and diversify our investment portfolio in a rapidly growing sector and thereby create long term value for shareholders.”

The directors of NFT Investments PLC accept responsibility for this announcement.

For further information, please contact:

NFT Investments

Jonathan Bixby

Executive Chairman

Neil Thapar

Investor Relations

via Tancredi +44 207 887 7633

+44 7876 455 323

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