Animoca Brands and Black Fire Minerals ( BFE) have announced an interesting development for both companies. BFE will be acquiring 100 percent of Animoca Brand’s issued capital, and will change its name to Animoca Brands Corporation, with significant change to the scale and scope of the BFE business activity. The terms of the agreement include the issuing of 1,000,000,000 ordinary BFE shares for a consideration of $5,000,000, as well as issuing 600,000,000 performance shares to Animoca Brands, which will be converted to ordinary shares at $0.005 per share if the company achieves certain revenues for the year ending June 2015 and June 2016. The terms of the proposed performance shares must be approved by the Australian Securities Exchange.
As well as the name change, BFE will undergo a capital consolidation and then raise additional capital of at least $3,000,000 but no more than $5,000,000, with Taylor Collison Limited as lead manager. The company expects to have net tangible assets in excess of $3 million.
Prior to issuing the shares to acquire Animoca Brands, BFE will divest its core assets and projects with a sale that may result in a distribution in specie to its shareholders. This divestment must be approved by the shareholders. The BFE Board believes the proposed acquisition of Animoca Brands and the change of business which follows will be positive and in the best interests of the shareholders.
The funds raised under the leadership of Taylor Collison will be used in four ways: for working capital, to advertise and market the company’s games, acquiring the intellectual rights needed to create more games, and acquiring the rights to publish promising titles from third party studios.
Because there will be significant changes to the nature and scale of the company’s main business through acquiring Animoca Brands, re-compliance with the admission requirements of ASX, including lodgement of a prospectus with the Australian Securities and Investments Commission, is required. This will facilitate, among other things, the planned capital raising.
Animoca Brands is a 2014 spin-off from Appionics, commonly known by the consumer name, Animoca. Their focus is on creating mobile games using licensed intellectual properties and publishing games developed by third parties. They distribute games globally on a variety of platforms, including the Apple App Store, Google Play, Amazon and the Samsung App Store. The majority of their games are free-to-play, generating revenue with in-game purchases of virtual items and with in-game advertising. Animoca Brands’ games have been downloaded over 80,000,000 times and are played by millions around the globe.
Animoca Brands will continue to launch new products, including new mobile games based on the characters from the licensed intellectual properties in its portfolio, new, original Animoca Brands games, and new titles developed by third parties. They will also continue to seek to secure additional licenses for popular characters on which to base new games.
This proposed transaction will include the resignation of two directors and the addition of five new directors. Mick Billing and Matthew Sheldrick will resign as directors and Martin Green will continue as a director. New directors are David Kim, Yat Siu, Robert Yung, David Brickler, and Richard Kuo.
David Kim and Yat Siu are co-founders of Animoca Brands and Appionics, known by its consumer name, Animoca. Kim is CEO of Appionics, and was previously CEO of mail.com Corporation, a personalized email and messenger service. He also manages several independent financing and advisory projects. He has served on the boards of a variety of Pacific Rim companies, including Bamboo Networks in Hong Kong, Viztel of Malaysia, and Daum Corporation of Korea. In 1999, after leading China.com to its Initial Public Offering, he became the youngest CFO of a company listed on the NASDAQ.
Yat Siu is founder and CEO of OutBlaze, a digital media company specializing in gaming, cloud technology and smartphone/tablet software development. In 2009, he successfully pivoted OutBlaze from B2B messaging services to B2C entertainment. He is a director for TurnOut, a partnership between Outblaze and Turner Entertainment. In 2012, he originated ThinkBlaze, the research entity of OutBlaze, focused on investigation socially meaningful issues related to technology.
Robert Yung is CEO of Animoca Brands and a director of Appionics. Prior to this, he was founder and CFO of Redgate Media, a venture-based Chinese television and outdoor media holding company. He was also co-founder and Chief Strategy Officer of One Media Group, a Hong Kong-based magazine company, overseeing its IPO in 2005. He was also CEO of One Studio, a Hong Kong venture-backed web development company and OS Media, a Chinese television advertising sales company.
David Brickler is the senior director of applications for World Television International, one of the world’s largest non-profit organizations. Prior to that, he served as CIO for Mizuho Securities Asia Limited, executive director of Ernst & Young in Hong Kong, and global CIO for the Noble Group, one of the largest commodity traders in the world. He was also founder and CEO of Emergent Technology, a venture-backed supply chain company in Hong Kong and VP of Information Technology at Caspian Securities.
Richard Kuo is founder and CEO of Pier Capital, a boutique investment banking firm specializing in technology services. He is a non-executive director of Probiotic Limited, Favourit.com, and the Australian Art Event Foundation; he has also held directorships of Equity Capital Markets Limited and Glenorchy Arts & Sculpture Park. Prior to founding Pier Capital, he practiced as a lawyer, specializing in corporate law and then moved to investment banking as a corporate adviser. He has advised on a wide range of domestic and cross-border transactions involving technology and digital media companies.
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