Boba Mint Proposes to Increase Ownership in Werd Studios to 100%

Rhea-AI Summary

Boba Mint Holdings (CSE: TNJ) has signed a non-binding letter of intent to acquire the remaining 50% equity stake in Werd Studios for $1.4 million, to be paid through the issuance of 7 million common shares at $0.20 per share. This follows Boba's initial 50% acquisition completed earlier in 2025.

Werd Studios, a Toronto-based blockchain gaming company led by CEO Andrew Shore, is developing several blockchain games including Cafe Disco Party, has interests in Moon Gaming, and plans to acquire a stake in Amino Rewards. The Consideration Shares will be subject to a tiered restricted trading period over 18 months. Upon completion, Boba Mint plans to rebrand and change its symbol to WERD.

Positive

• Full ownership consolidation of Werd Studios will streamline operations and resource allocation
• Strategic expansion into multiple blockchain gaming projects with Moon Gaming and Amino Rewards
• Acquisition price of $1.4M to be paid in shares preserves cash reserves
• Planned rebranding to incorporate Werd Studios brand could increase market visibility

Negative

• 7 million new shares at $0.20 will cause shareholder dilution
• Additional 700,000 shares to be issued as advisory fees causing further dilution
• Transaction still subject to multiple approvals and conditions
• Non-binding letter of intent carries execution risk

Vancouver, British Columbia--(Newsfile Corp. - June 26, 2025) - Boba Mint Holdings Ltd. (CSE: TNJ) ("Boba" or the "Company"), a leader in blockchain gaming, is pleased to announce that it has signed an arm's length non-binding letter of intent dated June 26, 2025 to acquire the remaining 50% equity interest in Werd Studios Inc. ("Werd Studios"), a fast-growing blockchain/crypto gaming company based in Toronto, Ontario, from Mr. Andrew Shore, the CEO and founder of Werd Studios.

As previously disclosed (see January 17, 2025 and March 5, 2025 press releases), Boba acquired an initial 50% equity stake in Werd Studios through a combination of a share purchase from Mr. Shore and a share subscription in Werd Studios.

Werd Studios, which is led by Mr. Shore, a successful technology entrepreneur specializing in gaming and blockchain and an industry thought leader, is developing, on its own and in collaboration with others, several exciting new blockchain/crypto games. Werd Studios' most advanced game is its interest in Cafe Disco Party, a fast-paced and thrilling adventure where players manage lively cafe parties in a vibrant, imaginary world.

Werd Studios also has an interest in Moon Gaming, and has committed to acquire an interest in Amino Rewards. Moon Gaming is at the forefront of innovation in the mobile gaming industry. The debut creation, Moon Poker, redefines the entertainment landscape by offering a thrilling mobile video game that not only immerses players in a cosmic world, but also presents real cash prizes in hyper-turbo tournaments. Amino Rewards is a health and fitness focused platform that leverages blockchain to promote a healthy lifestyle.

The purchase price for the remaining 50% equity interest in Werd Studios from Mr. Shore is $1,400,000, payable by the issuance of 7,000,000 common shares of Boba (the "Consideration Shares"), at an issue price of $0.20 per share. The 7,000,000 Consideration Shares issued to Mr. Shore will be subject to a contractual restricted period whereby (i) 25% of the Consideration Shares will become freely tradeable on the date which is 6 months following closing, (ii) an additional 25% of the Consideration Shares will become freely tradeable on the date which is 12 months following closing, and (iii) the remaining 50% of the Consideration Shares will become freely tradeable on the date which is 18 months following closing.

The closing of the proposed acquisition is subject to the negotiation of a binding share purchase agreement, the receipt of applicable corporate and regulatory approvals, and the satisfaction of certain ancillary closing conditions in favor of Boba, including Werd Studios completing the acquisition of its interest in Amino Rewards.

"Since our initial strategic investment in Werd Studios, the Boba Mint team has been very pleased with our partnership with Andrew and the Werd Studios team, and our proposed acquisition of the remaining 50% equity interest is a natural extension of this partnership. We expect to provide further updates regarding our operations and the proposed acquisition as the transaction progresses," said Rody Lazar, CEO of Boba.

"I'm incredibly excited to complete this transaction and perfectly align Boba Mint with Werd Studios —  coming together as one company to drive forward with shared vision, unified strength, and unstoppable momentum. This move will make it much simpler and clearer to leverage Boba's resources as we continue to scale," stated Andrew Shore, the CEO and founder of Werd Studios.

Certain arm's length advisors to Boba are expected to receive an aggregate of 700,000 common shares, at an issue price of $0.20 per share, as advisory fees in connection with the closing of the proposed transaction. The foregoing shares will also be subject to resale restrictions of four months and one day, as contemplated by applicable securities laws and the policies of the CSE. The issuance of the advisory shares is also subject to the receipt of applicable corporate and regulatory approvals.

The Company is also pleased to announce that it is considering changing its corporate name to incorporate the Werd Studios brand and implementing a symbol change to WERD assuming the closing of the proposed acquisition of the remaining interest in Werd Studios. Further updates will be provided to shareholders. Any proposed name and symbol change will be subject to exchange approval.

About Boba Mint Holdings Ltd.

Boba Mint Holdings Ltd. is a forward-thinking blockchain gaming and digital innovation company. With a 50% ownership of WERD Studios, Boba Mint is dedicated to pushing the boundaries of mobile technology, entertainment, and the Web3 space. The Company is also actively involved in strategic investments within the AI and blockchain sectors, including Cherry Labs' Telegram-based bot ecosystem.

On Behalf of the Board of Directors,

Boba Mint Holdings Ltd.

"Rody Lazar" CEO

For further information, please contact:

Rody Lazar - CEO
Phone: 1-800-556-1015
Email: info@bobamint.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the CSE policies) accepts responsibility for this release's adequacy or accuracy.

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements". Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Boba's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Such statements include those relating to game development and the Company's expectations and plans. Although Boba believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature, forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; future legislative and regulatory developments in the blockchain sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mobile video game industry and markets in Canada and generally; the ability of Boba to implement its business strategies; competition; and other assumptions, risks and uncertainties. The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws. The foregoing statements expressly qualify any forward- looking information contained herein. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in Boba' Form 2A Listing Statement dated April 19, 2024 which is available on Boba's profile at http://www.sedarplus.ca and on the CSE website at https://thecse.com/listings/boba-mint-holdings- ltd/.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction. None of the securities issued in the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

We seek Safe Harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256928

FAQ

What is the value of Boba Mint's acquisition of remaining Werd Studios stake?

Boba Mint will acquire the remaining 50% stake in Werd Studios for $1.4 million, paid through 7 million common shares at $0.20 per share.

How will the Werd Studios acquisition shares be restricted?

The shares will be restricted with 25% becoming tradeable after 6 months, another 25% after 12 months, and the remaining 50% after 18 months from closing.

What gaming projects is Werd Studios currently involved in?

Werd Studios is developing Cafe Disco Party, has interests in Moon Gaming (including Moon Poker), and plans to acquire an interest in Amino Rewards.

Will Boba Mint change its name after the Werd Studios acquisition?

Yes, Boba Mint plans to change its corporate name to incorporate the Werd Studios brand and change its symbol to WERD, subject to exchange approval.

How many additional shares will be issued for advisory fees?

700,000 common shares at $0.20 per share will be issued to arm's length advisors, subject to a 4-month and 1-day resale restriction.