Mr. Billy Baxter reports

IMMUTABLE HOLDINGS AND JORGE MASVIDAL'S GAMEBRED FIGHTING CHAMPIONSHIP (FC) ENTER INTO DEFINITIVE AGREEMENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION AND LISTING ON THE TSXV

Immutable Holdings Inc. has entered into an acquisition agreement with Gamebred FC LLC, which outlines the terms and conditions pursuant to which the parties will complete an arm's-length transaction that will result in the reverse takeover of Immutable by Gamebred to ultimately form the resulting issuer. It is intended that the proposed transaction will constitute a reverse takeover of Immutable under the policies of Cboe Canada, and, following completion of the proposed transaction, the resulting issuer will carry on the business currently carried on by Gamebred. It is also intended that Immutable will delist its subordinate voting shares from Cboe, and the resulting issuer will obtain a listing on the TSX Venture Exchange, subject to receipt of all required regulatory approvals.

Proposed transaction summary

Pursuant to the terms of the definitive agreement, the proposed transaction will be effected through a three-cornered merger involving a newly incorporated Florida subsidiary of Immutable (Newco), whereby Newco will merge with and into Gamebred under the Florida Business Corporation Act, with Gamebred surviving the merger as a wholly owned subsidiary of Immutable. Following completion of the proposed transaction, Immutable is expected to continue as the resulting issuer and carry on the business currently conducted by Gamebred.

There are currently an aggregate of 32,583,077 subordinate voting shares of Immutable and 65,508 multiple voting shares of Immutable issued and outstanding, as well as 4,166,100 stock options of Immutable. As a result of the merger, the holders of the issued and outstanding shares of Gamebred will receive shares of the resulting issuer in exchange for their Gamebred shares. The aggregate consideration payable to holders of Gamebred shares will consist of 312.5 million resulting issuer shares, subject to adjustments, with the exact number of resulting issuer shares issuable per Gamebred share determined by dividing 312.5 million by the number of Gamebred shares issued and outstanding on a fully diluted basis immediately prior to closing, excluding securities issued pursuant to the concurrent financing (as defined below).

Based on the number of Immutable shares currently outstanding and the issuance of 312.5 million resulting issuer shares to the holders of Gamebred shares pursuant to the proposed transaction, existing shareholders of Immutable are expected to hold approximately 23.9 per cent of the resulting issuer shares, and former shareholders of Gamebred are expected to hold approximately 76.1 per cent of the resulting issuer shares immediately following completion of the proposed transaction, in each case prior to giving effect to the concurrent financing and subject to any adjustments contemplated by the definitive agreement. Accordingly, the foregoing ownership percentages are estimates and may change prior to closing.

At closing, all outstanding Gamebred shares will be exchanged for resulting issuer shares. Outstanding stock options of Immutable will remain outstanding following closing with no change to their existing terms.

In connection with the proposed transaction, Immutable intends to change its name to a name designated by Gamebred, subject to regulatory approval and the completion of all required corporate procedures.

Bridge loan

In connection with the execution of the definitive agreement, the corporation advanced a bridge loan in the principal amount of $1-million (U.S.) to Gamebred pursuant to the terms of a secured promissory note entered into between the corporation and Gamebred. The bridge loan is secured by a general security agreement granting a security interest in all of the personal property, assets and undertakings of Gamebred, as well as unlimited joint and several personal guarantees from the principal shareholders of Gamebred. The bridge loan bears interest at a rate equal to daily simple SOFR plus 6.0 per cent per annum, calculated daily. The bridge loan matures on Dec. 31, 2026.

Gamebred intends to use the proceeds of the bridge loan to finance working capital and general business purposes of Gamebred.

Concurrent financing

Prior to or concurrently with completion of the proposed transaction, Immutable or Gamebred (or one of its affiliates) is expected to complete an equity financing in such form, with such terms and for such amount as may be agreed by the parties and as may be required to satisfy the listing requirements of the TSX Venture Exchange. Completion of the concurrent financing is a condition to completion of the proposed transaction.

Senior management and board of directors

Upon completion of the proposed transaction, it is anticipated that management of the resulting issuer will include solely representatives of Gamebred. In addition, subject to approval by the TSX-V, the board of directors of the resulting issuer, at the time of closing, is expected to consist of five directors, one of whom will be selected by Immutable and four of whom will be selected by Gamebred.

Conditions of completion

Completion of the proposed transaction is subject to satisfaction or waiver of a number of conditions, including Gamebred's conversion to a Florida corporation, and other conditions customary for a transaction of this nature, including, among other things:

• Receipt of conditional approval from the TSX-V for the listing of the resulting issuer shares following the delisting of the Immutable shares from Cboe;
• Completion of the concurrent financing; and
• Receipt of all required corporate, regulatory and third party approvals.

The proposed transaction remains subject to review and approval by Cboe under its applicable policies. In addition, the listing of the resulting issuer shares on the TSX-V and the delisting of the Immutable shares from Cboe are subject to review and approval by the TSX-V and Cboe, respectively.

Trading in Immutable shares

Trading in the Immutable shares will be halted in compliance with the policies of Cboe. Trading in the Immutable shares is expected to remain halted pending completion of the proposed transaction. In connection with the proposed transaction, Immutable intends to delist the Immutable shares from Cboe and seek a listing of the resulting issuer shares on the TSX-V. Subject to completion of the proposed transaction and satisfaction of all applicable listing requirements, the resulting issuer shares are expected to commence trading on the TSX-V following closing.

Additional information

Further updates in respect of the proposed transaction will be provided in a subsequent news release.

Additional information concerning the proposed transaction, Immutable, Gamebred and the resulting issuer will also be provided in subsequent filings to be made by Immutable and Gamebred in connection with the proposed transaction, which will be available under the Immutable SEDAR+ profile.

About Gamebred FC LLC

Gamebred is a combat sports promotion and media company focused on the production and promotion of professional bare-knuckle mixed martial arts events. Founded by UFC legend Jorge Masvidal, Gamebred's events combine bare-knuckle fighting with the Unified Rules of Mixed Martial Arts, allowing competitors to utilize striking, grappling and submission techniques without gloves. Through live events, media rights, sponsorships and related commercial initiatives, Gamebred seeks to capitalize on the growing global demand for combat sports entertainment. Gamebred recently entered into a global media rights partnership with DAZN, expanding the international reach of its content and events.

About Immutable Holdings Inc.

Immutable is a collection of businesses within the digital assets ecosystem on a mission to build businesses and products that increase the awareness, access and adoption of digital assets. Founded by Jordan Fried, a member of the founding team of the Hedera Hashgraph network, the corporation has launched and operated business ventures in several verticals, across asset management, NFTs, media and education. This has included Immutable Asset Management, NFT.com, Immutable Media, 1-800-Bitcoin, and HBAR Labs. The corporation's approach has been to evaluate market opportunities as they arise and to build businesses that can support the growth of the digital asset ecosystem.

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