Generative AI Solutions Corp. (“GenAI” or the “Company”) (CSE: AICO) (FSE: 99L.F) (OTC: AICOF) is pleased to announce that it has entered into a share purchase agreement dated June 13, 2023 (the “Share Purchase Agreement“) with Minework Technologies Pte Ltd. (“Minework“), pursuant to which, subject to the satisfaction of certain conditions to closing, GenAI’s wholly-owned subsidiary, MAI Cloud Solutions Inc. (“MAI Cloud“) has agreed to purchase all of the issued and outstanding shares (the “Purchased Shares“) in the authorized share structure of Pulse AI Compute Solutions Inc. (“Pulse AI“), which are held by Minework (the “Proposed Transaction“).
Pursuant to the Share Purchase Agreement, MAI Cloud will acquire the Purchased Shares from Minework for an aggregate purchase price of $1,500,000 (the “Purchase Price“). In accordance with the terms and conditions of the Share Purchase Agreement, the Purchase Price is payable by to Minework upon the closing of the Proposed Transaction (the “Closing“) through the issuance to Minework of 1,630,435 common shares (the “Consideration Shares“) in the authorized share structure of GenAI (the “GenAI Shares“) at a deemed price per share of $0.92 per GenAI Share (the “GenAI Share Price“), being the closing price of the GenAI Shares on the Canadian Securities Exchange (the “CSE“) on June 13, 2023. The Consideration Shares to be issued by GenAI to Minework in full satisfaction of the Purchase Price will be subject to a contractual restriction whereby Minework may not trade any such Consideration Shares for a period of 12 months following the date of the Closing (the “Closing Date“).
In addition to the Purchase Price, GenAI shall pay to Minework the following amounts, to be settled through the further issuance of GenAI Shares at the GenAI Share Price:
(a) upon Pulse AI or GenAI entering into an agreement to provide services or products to certain customers, $1,500,000; and
(b) for each $1,500,000 of committed revenue generated by Pulse AI following the Closing Date, $1,500,000, up to a maximum of $4,500,000.
The Closing is expected to occur on or about June 19, 2023.
Ryan Selby, CEO of GenAI, comments “The acquisition of Pulse AI is anticipated to provide MAI Cloud with at least one customer for our MAI Cloud™ service and has the potential to provide additional customers and to drive sustained revenue growth for the MAI Cloud™ platform. Pulse AI will also be used as the vehicle to acquire H100 Graphics Processing Units (“GPUs“) from NVIDIA, and it is anticipated that Pulse AI will receive inception price discounts and reduced lead times on GPUs from NVIDIA. As we continue to build our vertically integrated AI solutions business, the procurement of supercomputers, the acquisition of paying customers, and the maximization of revenues are of utmost importance. We remain laser-focused on strategic growth and continue to pursue various opportunities across multiple verticals. I see tremendous potential for our MAI Cloud™ platform, and this acquisition supports both our short-term and long-term business objectives.”
The CSE has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
A copy of the Share Purchase Agreement shall be filed on the Company’s SEDAR profile at www.sedar.com.
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