(TheNewswire)
Vancouver, British Columbia - TheNewswire - June 28, 2021 - CloudNine Web3 Technologies Inc. (C NSX :CNI. CN )(OTC:CLGUF) (FRANKFURT:1JI0) ( “ Cloud Nine ” or the“ Company ”), a leading EdTech company focused on leveraging Web 3.0technologies, is pleased to announce that it has strengthened itsexisting tech development relationship with Next DecentrumTechnologies Inc. (“ NextDecentrum ”), a private British Columbiacorporation. Next Decentrum designs and builds dynamic, relevant,and human-led emerging tech education content and software, inspiredby the modern theories of continuous innovations, lean thinking, andagile development. In connection with the new arrangement, the Companyand Next Decentrum entered into a strategic alliance agreement (the“ SAA ”), a share purchase agreement (the “ SPA ”) and aninvestor rights agreement (the “ IRA ”), each datedJune 25, 2021. Pursuant to the SAA, Next Decentrum has agreed tocontinue to provide development services to the Company, and pursuantto the SPA, the Company closed the first and second tranches of itsstrategic investment in Next Decentrum. The IRA grants the Company aright of first refusal to acquire Next Decentrum in the event of apotential change in control sale.
In accordance with the terms and conditions of the SPA,Cloud Nine will acquire a 19.7% ownership interest in Next Decentrum,on an undiluted basis, by providing a total cash payment of $500,000in eight tranches over a period of six months, in exchange for theissuance of an aggregate of 2,673,792 units (each, a “Unit”) ofNext Decentrum, at a price of $0.187 per Unit. Each Unit is comprisedof: (i) one common share of Next Decentrum (each, a “ Common Share ”), and(ii) one non-transferable Common Share purchase warrant (each, a“ Warrant ”), with each Warrant entitling Cloud Nine to acquire oneadditional Common Share (each, a “ Warrant Share ”) ata price of $0.2805 per Warrant Share for a period of 24 months fromthe date of issuance. The final tranche is scheduled to be completedby December 31, 2021. Cloud Nine has the right to increase itsownership in Next Decentrum to up to 28.2% by providing an additionalinvestment of up to $750,000 in connection with the exercise of all2,673,792 Warrants granted under the SPA.
The first and second tranches involved Cloud Nine’spurchase of 534,758 Units of Next Decentrum for a cash payment of$100,000.
“We are very excited about supporting themission-driven team at Next Decentrum and expanding upon our existingrelationship with their development team who has been assisting CloudNine with the development of our tech platform,” said SeftonFincham, President of Cloud Nine. “In particular, the market fornon-fungible tokens (NFTs) and blockchain-powered innovations aregrowing exponentially and Next Decentrum certainly has the right teamand vision to capitalize on the great opportunities available in thosemarkets.”
Next Decentrum intends to use the investment proceedsfor product development, market outreach and growing the NextDecentrum team. Next Decentrum is in the process of opening up earlyaccess to Momentable.ai, a digital collectables platform that empowerscreators to create, manage, and promote NFT-based digital products,experiences, collections, and communities on the flowblockchain.
“Cloud Nine has been a great partner and thisstrategic investment is another step forward in our ongoingpartnership,” said Hussein Hallak, CEO of Next Decentrum. “Webelieve that with this strategic investment along with the experienceand support the Cloud Nine team brings to the table, we cansignificantly increase our speed to market.”
More than $2 billion was spent on NFTs during the firstquarter of 2021, representing an increase of about 2,100% from Q42020, according to a new report from NonFungible.com.
Momentable.ai helps creators and brands:
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- Get NFT ideas off the ground and build a communityaround them.
- Launch an NFT storefront and marketplace on the flowblockchain.
- Build and manage NFT-based branded products andcollections.
- Create a seamless experience for followers andcommunities.
- Engage and reward loyal community members.
For more information, please visitNextDecentrum.com.
On Behalf of the Board,
CLOUDNINE WEB3 TECHNOLOGIES INC.
(604) 365-1376
About Cloud Nine Web3 TechnologiesInc.
Cloud Nine is a technology company focused ondiversifying its platform to develop Web 3.0 technology products toenable decentralized movement among consumers and businessesalike. Web 3.0 enables a sustainable world wheredecentralized users and machines are able to interact with data, valueand other counterparties via a substrate of peer-to-peer networkswithout the need for third parties creating many benefits such asgiving each user full control and ownership of all personal andcorporate data.
About Next Decentrum TechnologiesInc.
Next Decentrum designs and builds dynamic, relevant,and human-led emerging tech education content and software, inspiredby the modern theories of continuous innovations, lean thinking, andagile development. Next Decentrum is a private technology companydriven to build ground-breaking products and explore the possibilitiesof blockchain by providing creators and brands with the flexibility tocreate seamless experiences.
For further information, pleasecontact:
Paul Searle
Corporate Communications
Citygate Capital Corp
Phone: (778) 240-7724
psearle@citygatecap.com
Neither the Canadian SecuritiesExchange nor its regulation services provider accept responsibilityfor the adequacy of accuracy of this release. No stock exchange,securities commission or other regulatory authority has approved ordisapproved the information contained herein.
Forward-Looking Statements
Certain statements in this press release areforward-looking statements and are prospective in nature.Forward-looking statements are not based on historical facts, butrather on current expectations and projections about future events,and are therefore subject to risks and uncertainties which could causeactual results to differ materially from the future results expressedor implied by the forward-looking statements. These statementsgenerally can be identified by the use of forward-looking words suchas “may”, “should”, “will”, “could”, “intend”,“estimate”, “plan”, “anticipate”, “expect”,“believe” or “continue”, or the negative thereof or similarvariations. Forward-looking statements in this news release includestatements regarding: the future purchase of shares and increase inownership interest in Next Decentrum; Next Decentrum’s ability tocapitalize on growth opportunities; Next Decentrum’s use of theinvestment proceeds; the Company’s ability to build and expand itspartnership with Next Decentrum; and the Company’s pursuit ofemerging technology products and Web3 opportunities on a global scale.Factors that could cause actual results to differ materially fromthose in forward-looking statements include: thecontinued availability of capital and financing; failure to obtain anyapprovals, permits and licenses required to operate the business; theimpact of technology changes on the industry; the impact of theCovid-19 pandemic on the Company’s ability to operate and hirepersonnel; and adverse general economic, market or businessconditions. Such forward-looking statements should therefore beconstrued in light of such factors, and, except as required byapplicable law, the Company is not under any obligation, and expresslydisclaims any intention or obligation, to update or revise anyforward-looking statements, whether as a result of new information,future events or otherwise.
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