Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry Into a Material Definitive Agreement FingerMotion, Inc. (the “Company”) 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.…
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry Into a Material Definitive Agreement
FingerMotion,
Inc. (the “Company”) 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 100% of the issued and outstanding shares of Newbit for a purchase price of US$2,300,000
in cash, exclusive of GST, on a cash-free, debt-free basis, subject to customary leakage and debt adjustments. Newbit holds the surface
tenure, development and building permits, pipeline and metering infrastructure, environmental and Alberta Utilities Commission Rule 007
registration, and related rights associated with the Company’s previously disclosed 9.9 MW behind-the-meter site in the County
of Newell, Alberta (Brooks Campus #1), identified at approximately 50.469862° N, 111.602257° W.
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$230,000 was previously paid and is held in trust. A further deposit of US$230,000
is payable on execution of the Agreement. The remaining approximately US$1,840,000 is payable in cash at closing. There is no indemnity
holdback or escrow. Closing is targeted for the third business day after satisfaction or waiver of conditions, and in any event on or
before the outside date of October 29, 2026.
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$125,000 deductible and a cap of
US$460,000 (20% of the purchase price). Fundamental representations, title, tax, fraud and willful misconduct are uncapped. FingerMotion
will not retain a purchase-price holdback.
Item 8.01Item 8.01 - Other Events
Item
8.01 Other Events.
On
September 29, 2026, FingerMotion, Inc. (the “Company”) issued a press release announcing the definitive Share Purchase Agreement
referenced in Item 1.01 above.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit
99.1
FingerMotion
Enters Definitive Agreement to Acquire 100% of Newbit Technology Inc., Securing the 9.9 MW County of Newell Powered Site
Definitive
share purchase agreement implements the previously announced binding commitment for Brooks Campus #1; cash consideration of US$2.3 million
on a cash-free, debt-free basis; closing targeted on or before October 29, 2026
WEST
PALM BEACH, Fla., September 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 100% of the issued and outstanding shares of Newbit for a purchase price of US$2,300,000
in cash, exclusive of GST, on a cash-free, debt-free basis, subject to customary leakage and debt adjustments. Newbit holds the surface
tenure, development and building permits, pipeline and metering infrastructure, environmental and…