ANONYMOUS INTELLIGENCE COMPANY SIGNS DEFINITIVE AGREEMENT FOR ACQUISITION OF HALLER.AI
ANONYMOUS INTELLIGENCE COMPANY SIGNS DEFINITIVEAGREEMENT FOR ACQUISITION OF HALLER.AI
News Release -Vancouver, British Columbia, July 11, 2023 - Anonymous Intelligence Company Inc. (CSE: ANON) (OTC: ANICF) (FRANKFURT: 1JI0) (“ANON” or the “Company”),a leading computational intelligence, decentralized network and data technology company, focused on leveraging its proprietary suite of AI and privacy enabled products to empower increased confidence in technology for consumers and business alike, is pleased to announce that further to its news releases dated May 24,2023, it has signed the Definitive Agreement for the acquisition (the “Acquisition”)of all of the issued and outstanding equity securities of Haller.ai Technologies Inc. ("Haller.ai")pursuant to a Share Purchase Agreement (the “Agreement”) dated July 0x,2023. The Company anticipates closing the Acquisition following the receipt of all approvals required pursuant to relevant securities laws.
Haller.AI is looking to streamline business operations, promote productivity, and guarantee compliance across departments and sectors. From secure content creation to regulatory-compliant legal services, its premium AI-powered dashboard will be a dependable tool for businesses seeking growth and compliance in a digitized world.
Lucas Russell, the CEO of ANON commented: “We are very excited to enter into this agreement with Haller.ai. After working closely with Haller.ai over the past months and being shown several demos of the Haller.ai platform we are excitedto bring the company into the Anonymous Intelligence Company umbrella. Haller.ai is looking to provide the solutions to the markets desire for a simple and elegant Enterprise AI solution that can be used by everyone in the company hierarchy regardless of tech background or position”.
The Agreement
Pursuant to the terms of the Agreement, the Company will issue 20,000,000 common shares of the Company (the “Consideration Shares”) at a deemed price of $0.10 per share and 10,000,000 bonus warrants (the “Consideration Warrants”). The Consideration Warrants will be exercisable at a price of $0.25 per Consideration Warrant for a period of five years. The Consideration Shares and Consideration Warrants will be distributed pro rata among the shareholders of Haller.ai(the “Vendors”). Following completion of the Acquisition, the Vendorswill collectively hold approximately 19% of the issued and outstanding shares of the Company on a non-diluted basis.
The Considerations Shares and Consideration Warrants will be subject to voluntary resale restrictions pursuant to which, (a) 25% of the Consideration Shares will be released after four months and one day following closing, 25% after 8 months following closing, and 50% upon the achievement of certain performance milestones, and(b) the Consideration Warrants will be exercisable or transferable upon the achievement of certain performance milestones.
The Consideration Shares will also be subject to a statutory hold period expiring on the date which is four months and one day following the date of closing.
Following closing of the Acquisition, Allan Larmour has resigned as a director of the Company and Tyler Koverko, the current Chief Executive Officer of Haller.ai, will join ANON’s board of directors. Mr. Koverko has an impressive background in emerging technologies and has held senior roles at various Web3 and eCommerce companies such as Matador Gold Technologies Inc., and Polymath Research Inc., each of which has created significant value for shareholders.
Lucas Russell, CEO, said, “On behalf of the Board, I would like to thank Allan for his contributions to the Company and wish him well in his current and future endeavors.”Lucas continued, “We are very pleased to welcome Tyler to the Board and we look forward to his contributions to the growth and success of ANON.”
Closing of the Acquisition remains subject to a number of standard conditions. The Acquisition is expected to close on or about July 12, 2023.
As part of the Acquisition, 2,000,000 common shares of the Company will be issued to an arm’s length party as a finder’s fee.
The Company is at arm’s length from Haller.ai and its shareholders. The Acquisition will not constitute a fundamental change nor result in a change of control within the meaning of applicable securities laws and the policies of the CSE.
TURMINAL.AIBETA LAUNCH
The Company is pleased to announce that yesterday at approximately 1pm PDT, the first 50 users were invited to begin testing the Turminal.ai beta.
“We are so excited to begin the controlled rollout of the Turminal.ai beta for our waitlist. We expect the launch to be like turning on a tap; starting with a trickle, and then getting going quickly. We plan to update the public to the number of beta users, and to update the waitlist with their place in line, later this week on the Turminal.ai website and via email” stated Lucas Russell, CEO.
On Behalf of the Board,
ANONYMOUSINTELLIGENCE COMPANY INC.
Lucas Russell
President &CEO
(604) 669-9788
About Anonymous Intelligence CompanyInc.
Anonymous Intelligence Company Inc. is a technology company focused on leveraging its proprietary Web 3.0 technology products to enable the decentralized movement among consumers and business alike. Web 3.0 enables a sustainable world where decentralized users and machines are able to interact with data, value and other counterparties via a substrate of peer-to-peer networks without the need for third parties creating many benefits such as giving each user full control and ownership of all personal and corporate data.
For further information, please contact:
Paul Searle
Corporate Communications
CitygateCapital Corp
Phone:(778) 240-7724
psearle@citygatecap.com
Forward-LookingStatements
This pressrelease contains "forward-looking information" and"forward-looking statements" within the meaning of applicable Canadiansecurities law. Forward-looking statements are based on ANON’s currentexpectations, estimates, projections and assumptions that were made in light ofthe information available at the time the statements were made. Forward-lookingstatements in this news release include statements regarding the proposedAcquisition, consideration of the Acquisition, the expected timing of completionof the Acquisition, the expected benefits of the Acquisition for the Companyand its shareholders, the receipt of all regulatory approvalsand the futurestrategy of the Company. This information and statements address futureactivities, events, plans, developments and projections such as: thefunctionality and operability of the technology; the potential for incomegenerating monetization opportunities; the ability for customers to gaincompetitive advantages with data; and expectations to increase value withrespect to the technology. All statements, other than statements of historicalfact, constitute forward-looking statements or forward-looking information.Such forward-looking information and statements are frequently identified bywords such as "may", "will", "should","anticipate", "plan", "expect","believe", "estimate", "intend" and similarterminology, and reflect assumptions, estimates, opinions and analysis made bymanagement in light of its experience, current conditions, expectations of futuredevelopments and other factors which it believes to be reasonable and relevant.Forward-looking information and statements involve known and unknown risks anduncertainties that may cause actual results, performance and achievements todiffer materially from those expressed or implied by the forward-lookinginformation and statements and, accordingly, undue reliance should not beplaced thereon. Risks and uncertainties that may cause actual results to varyinclude, but are not limited to: flaws or issues related to the underlyingtechnology; customer preferences and competition; inability to scale oreffectively market the technology, as well as other risks and uncertaintieswhich are more fully described in the Company’s annual and quarterlyManagement's Discussion and Analysis and other continuous disclosure documents whichare available on SEDAR at www.sedar.com. The forward-looking statementscontained in this news release are made as of the date hereof, and except asmay be required by applicable securities laws, the Company assumes noobligation or intent to update publicly or revise any forward-lookingstatements made herein or otherwise, whether as a result of new information,future events or otherwise.