MSM Completes Merger With RTE

MSM Completes Merger With RTE

• Merged entity to create a global digital media entertainment, esports and gaming business, including having interests in Firefly Games, Galaxy Racer and investments in other complimentary global gaming businesses. US$15M Raised in Tranche 1 of Capital Raising with Tranche 2 expected to be completed with strategic investors by 31 March 2022. Funds immediately applied to strengthening investment in gaming and esports companies - BBox, Recast and Galaxy Racer. Paul Roy appointed as Managing Director and CEO

Sydney, February 6, 2022

MSM Corporation International Limited (“MSM” or the “Company”) is pleased to advise it has completed the merger with Riva Technology and Entertainment Limited (“RTE”) to acquire all the issued share capital of RTE (that MSM does not already own) under the Implementation Agreement announced on 15 December 2021 as part of its strategy to create a global digital media entertainment, Esports and gaming business.

In conjunction with the merger, MSM has raised US$15M (A$21.4M) from global investors. Both the Company and RTE agreed to waive the minimum US$20.74M (A$29.2M) commitment as a condition to completion of the merger and that a further tranche with strategic investors is expected to be completed by 31 March 2022.

The capital raise involved the issue of 454,176,191 fully paid ordinary shares at an issue price of US$0.0336 per share (equivalent to A$0.047 per share) together with 113,544,048 options, exercisable at $0.047 and expiring 31 December 2024 ("MSM Option") representing one (1) free attaching MSM Option for every four (4) shares subscribed for and issued.

In addition, the Company has issued 2,144,189,823 fully paid ordinary shares and 232,026,830 MSM Options to holders of shares, options, convertible notes and loan notes in RTE as consideration for the merger.

Following completion of the transaction and the Tranche 1 capital raising, the Company has an issued capital of 3,442,169,129 fully paid ordinary shares representing a market capitalisation of US$115M (A$165M) based on the issue price of the capital raising of US$0.0336 per share.

Funds raised have immediately been applied towards fulfilling investment commitments or to increase equity positions in sports AR company, BBox, direct-customer video platform provider, Recast and leading Esports organization, Galaxy Racer through the subscription of US$13.4M (A$19M).

The Board now consists of Mr Antoine Massad as Chairman, Mr Paul Roy as Managing Director and CEO, Mr Mark Clements as Executive Director and Company Secretary and Mr Chris Jones as Non-Executive Director. Mr Adam Wellisch resigned as a director upon completion of the merger.

As advised previously, the Company is considering pursuing a listing on a securities exchange. Shareholders should be aware that this is currently an expression of intention only. Any such listing is subject to a number of factors which are outside of the control of the Company and there is no certainty that another listing may occur.

MSMCI Chairman, Antoine Massad commented

“We welcome Paul to the Company which is in a strong position to deliver on our vision to create a global digital media entertainment, Esports and gaming business.”

“On behalf of the Board, we thank Adam as a founding director of the Company for his significant contribution to the development of the Megastar platform. We look forward to accelerating the development pathway for Megastar Version 2.0.”

MSMCI Managing Director and CEO, Paul Roy commented

“We are pleased that the merger has been completed and thank all those involved in the process. This is just the beginning of an exciting journey ahead. I am looking forward to our upcoming plans in the pipeline and growing MSM into a true TMT company, as we push boundaries in the world of gaming, content and Esports and define the industry for the next generation.”