Immutable Holdings and Gamebred FC Announce Reverse Takeover Plan

Immutable Holdings Inc. has announced an agreement with Gamebred FC, a combat sports company established by Jorge Masvidal, to initiate a reverse takeover. This transaction aims to transfer control of Immutable to Gamebred, thereby creating a new entity called the "Resulting Issuer." This strategic move entails Immutable delisting from the CBOE and seeking a new listing on the TSX Venture Exchange (TSXV), contingent on regulatory approvals.

Under the terms of the agreement, Gamebred will merge into a newly formed subsidiary of Immutable, and shareholders of Gamebred will receive a significant number of shares in the new entity. The proposed share distribution will provide Gamebred shareholders approximately 76.1% ownership of the Resulting Issuer, while Immutable shareholders will hold 23.9%.

The agreement also includes Immutable granting a $1 million bridge loan to Gamebred. This loan is to support Gamebred's operational expenses before the merger's completion. Additionally, the partnership plans an equity financing round, crucial for meeting TSXV listing conditions.