On March 18, 2026, FingerMotion, Inc. (the 'Company') announced that it has entered into a share exchange agreement with Telforge, Inc., a Nevada corporation, and the shareholders of Telforge. Under the terms of the agreement, the shareholders will exchange all of their outstanding shares of Telforge for up to 7,333,333 shares of FingerMotion's common stock. This transaction is subject to certain closing conditions, including the completion of an equity financing resulting in net cash proceeds of at least $1,000,000. At closing, 2,333,333 shares will be released to the shareholders, while 5,000,000 shares will be held in escrow until specific revenue milestones are achieved over two earnout periods. The first milestone requires cumulative revenue of at least $2,500,000 within three months post-closing, while the second milestone requires $5,000,000 within six months. If these milestones are not met, the unearned shares will be forfeited. The agreement also includes provisions for registration rights for the shares issued, which will be classified as restricted securities under the Securities Act of 1933. This strategic move is expected to enhance FingerMotion's operational capabilities and market position, although it introduces potential dilution for existing shareholders.
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