FingerMotion Enters Definitive Agreement to Acquire 100% of Newbit Technology Inc., Securing the 9.9 MW County of Newell Powered Site
The acquisition includes site rights and fixed infrastructure, but excludes generating equipment and requires a new gas supply agreement.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
FingerMotion (Nasdaq: FNGR) signed a definitive agreement to acquire all Newbit Technology shares for US$2.3 million in cash.
The September 23 agreement implements an earlier binding commitment for Brooks Campus #1, a 9.9 MW behind-the-meter site in Alberta’s County of Newell. Newbit holds site tenure, permits, gas infrastructure and related rights. The price excludes GST and is on a cash-free, debt-free basis, subject to leakage and debt adjustments. Generating equipment and other movable plant are excluded and must be removed before closing.
FingerMotion targets closing on or before October 29, 2026, subject to a new gas supply agreement, supplier and landlord consents, and remaining due diligence. Fixed improvements are acquired as-is for physical condition. Vendors provide indemnities, but there is no purchase-price holdback; general representation claims have a US$125,000 deductible and US$460,000 cap.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointThe definitive agreement implements the previously announced binding commitment to acquire 100% of Newbit.
- Minor point. Forward-looking: it has not happened yet and may not happen.Brooks Campus #1 rights include tenure, permits, gas infrastructure and fixed works for the 9.9 MW site.
- Minor pointVendor joint and several indemnities cover pre-closing taxes, financial debt, leakage, title and specified environmental matters.
- Minor pointFundamental representation, title and tax claims are uncapped under the vendor indemnities.
Negative
- Major pointUS$2,300,000 cash consideration excludes GST and is subject to leakage and debt adjustments on a cash-free, debt-free basis. 21% of market cap
- Minor point. Forward-looking: it has not happened yet and may not happen.Generating equipment and other movable plant are excluded and must be removed before closing.
- Minor pointFixed improvements are acquired as-is, where-is for physical condition only.
- Minor pointPrior gas supply agreement was terminated following cessation of offtake.
- Minor pointNew gas supply agreement and Pivotal consent remain closing conditions; current supply arrangements are at letter-of-intent stage.
5 minor points
- Minor point. Forward-looking: it has not happened yet and may not happen.Gas supply deposits or security required under the new agreement are FingerMotion’s responsibility.
- Minor pointEastern Irrigation District consent to change of control and any required lease assignment remains a closing condition.
- Minor pointRemaining due diligence, encumbrance confirmation and absence of a material adverse effect remain closing conditions.
- Minor point. Forward-looking: it has not happened yet and may not happen.AUC approval for generating-unit changes is FingerMotion’s post-closing responsibility, not a closing condition.
- Minor pointGeneral representation claims have a US$125,000 deductible and US$460,000 cap; no purchase-price holdback applies.
News Explained
Closing depends on a replacement gas agreement and Pivotal’s consent, while the agreement stages FingerMotion’s cash outlay between execution and closing.
The signed acquisition remains unclosed: FingerMotion previously paid
The prior gas supply agreement has been terminated; Newbit and Pivotal have a letter of intent for replacement supply, and closing requires the new agreement and Pivotal’s written change-of-control consent. FingerMotion is responsible for any required deposit or security under the new gas agreement.
Details
Market Reaction – FNGR
On Sep 29, the day this news came out, the latest delayed price for FNGR is 18.16% above the previous close. Argus tracked a peak move of +29.3% during the session. Argus tracked a trough of -5.1% from its starting point during tracking. Our momentum scanner has recorded 54 alerts for this stock so far that day. The latest delayed price is $0.16. Relative volume is elevated at 2.3x the average.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.
Key Figures
- Acquired shares
- 100%
- Newbit issued and outstanding shares
- Purchase price
- US$2,300,000
- Cash-free, debt-free basis; exclusive of GST and subject to adjustments
- Site capacity
- 9.9 MW
- Brooks Campus #1, County of Newell
- Previously paid deposit
- US$230,000
- Held in trust
- Further deposit
- US$230,000
- Payable on execution of the Agreement
- Remaining payment
- Approximately US$1,840,000
- Payable in cash at closing
- Closing outside date
- October 29, 2026
- Closing targeted on or before this date
- General representation claims cap
- US$460,000 (20% of the purchase price)
- Cap under the Agreement
Previous Acquisition Reports
-
Binding MOU covered rights and permits for the same 9.9 MW County of Newell site.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
cash-free, debt-free financial
indemnity holdback financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Definitive share purchase agreement implements the previously announced binding commitment for Brooks Campus #1; cash consideration of US
WEST PALM BEACH, Fla., Sept. 29, 2026 (GLOBE NEWSWIRE) -- FingerMotion, Inc. (Nasdaq: FNGR) (“FingerMotion” or the “Company”) today announced that it has entered into a definitive Share Purchase Agreement dated as of September 23, 2026 (the “Agreement”) with individual shareholders of Newbit (the “Vendors”) and Newbit Technology Inc. (“Newbit” or the “Target”), a British Columbia corporation extra-provincially registered in Alberta.
Under the Agreement, FingerMotion has agreed to purchase
The Agreement restates and implements the binding memorandum of understanding dated September 8, 2026 and the binding commitment announced by the Company on September 10, 2026. A deposit of US
Included rights and assets at closing (subject to permitted encumbrances)
- Surface lease of the Site with the Board of Trustees of the Eastern Irrigation District, including renewal and extension rights
- County of Newell Development Permit 2022055 and associated building and electrical permits
- Master Road Use Agreement with Canadian Natural Resources Limited
- Pipeline right of way and gas receipt and delivery infrastructure serving the Site
- Environmental Protection and Enhancement Act (Alberta) approval and AUC Rule 007 registration in respect of the isolated generating unit at the Site
- Fixed civil works, foundations, hardstand, drainage, fencing and related site studies
Generating equipment and other movable plant are excluded and are to be removed before closing. The Company is acquiring the Target, and therefore the fixed improvements, on an as-is, where-is basis as to physical condition only. Title, permits, environmental matters and absence of encumbrances remain the subject of the Agreement’s representations, conditions and indemnities.
Gas supply
The prior gas supply agreement relating to the Site has been terminated following cessation of offtake. Newbit and Pivotal Energy Partners have entered into a letter of intent for a new gas supply agreement. Following execution of the Agreement and payment of the further deposit, Newbit is obligated to arrange execution of a new gas supply agreement between Pivotal and FingerMotion (or, at FingerMotion’s election, Newbit) on terms consistent with that letter of intent and otherwise acceptable to FingerMotion, acting reasonably. FingerMotion will be responsible for any deposit or security required under the new gas supply agreement. Execution of the new gas supply agreement, together with Pivotal’s written consent to the change of control, is a condition to FingerMotion’s obligation to close.
Other principal conditions and terms
FingerMotion’s obligation to close is also conditioned on, among other things: written consent of the Eastern Irrigation District to the change of control and any required lease assignment; confirmation that the shares and included assets are free and clear of encumbrances other than permitted encumbrances and that no material adverse effect has occurred; delivery of customary closing instruments; accuracy of representations; and completion of remaining due diligence to FingerMotion’s reasonable satisfaction. Approval of the AUC for any change of generating units is not a closing condition and is FingerMotion’s post-closing responsibility.
The Vendors have agreed to joint and several indemnities, including for pre-closing taxes, financial debt, leakage, title and specified environmental matters arising from the Target’s operations. General representation claims are subject to a US
About FingerMotion, Inc.
FingerMotion, Inc. (Nasdaq: FNGR) is a technology company that, in addition to its historical mobile data and telecommunications platforms, is developing a North American behind-the-meter power and compute program in Alberta. Additional information is available at www.fingermotion.com.
Forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expected closing, timing, consents, a new gas supply agreement, development of the Site, and the Company’s 99 MW Alberta program. Forward-looking statements are subject to risks and uncertainties, including failure to satisfy closing conditions by the outside date of October 29, 2026, forfeiture or return of deposits, counterparty and regulatory risk, physical condition of on-site improvements, commodity and construction risk, financing risk, and the risk that indications of interest do not become binding offtake. The Agreement is an acquisition of shares of a holding vehicle for land, permits and infrastructure; it does not by itself create operating generation or contracted compute revenue. The Company acquires the fixed improvements as-is as to physical condition. Actual results may differ materially. The Company undertakes no obligation to update these statements except as required by law.
Investor contact
FingerMotion, Inc.
Investor Relations
Email: ir@fingermotion.com
Website: www.fingermotion.com
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much will FingerMotion pay for Newbit Technology, and how are payments structured?
FingerMotion will pay US$2,300,000 in cash, exclusive of GST, on a cash-free, debt-free basis subject to leakage and debt adjustments. A US$230,000 deposit was previously paid and is held in trust. Another US$230,000 is payable on execution, with approximately US$1,840,000 payable at closing.
When does FingerMotion expect the Newbit acquisition to close?
FingerMotion targets closing on or before October 29, 2026. Closing is targeted for the third business day after conditions are satisfied or waived, subject to that outside date.
How will FingerMotion arrange gas supply for Brooks Campus #1?
Newbit must arrange a new gas supply agreement with Pivotal Energy Partners after execution of the purchase agreement and payment of the further deposit. The supply contract will be with FingerMotion or, at its election, Newbit, on terms consistent with the letter of intent and otherwise reasonably acceptable to FingerMotion.
What protections apply to the physical condition of FingerMotion’s Newbit acquisition?
The as-is, where-is treatment applies to physical condition only. Title, permits, environmental matters and absence of encumbrances remain covered by the agreement’s representations, conditions and indemnities. The included rights and assets are subject to permitted encumbrances.