Pulse Evolution Corp (PLFX)

[Orko]

PLFX NEWS
http://www.otcmarkets.com/stock/PLFX/news/Evolution-AI-Corporation-Offers-to-Purchase-PLFX-Unrestricted---Public-Float--Shares-at--1-10-per-Share?id=182925&b=y

Evolution|AI Corporation Offers to Purchase PLFX Unrestricted, 'Public Float' Shares at $1.10 per SharePrior Offer to Purchase Restricted Share Supported by a Majority of Pulse Shareholders, Expected to Close on February 28, 2018

PR Newswire

HOBE SOUND, Fla., Feb. 8, 2018

HOBE SOUND, Fla., Feb. 8, 2018 /PRNewswire/ -- Evolution|AI Corporation today unveiled specific pricing and structural elements of its Offer to purchase, from accredited investors only, all or any portion of the unrestricted, free-trading common shares of Pulse Evolution Corporation (OTC:PLFX) common stock, currently on deposit in the 'public float', through a registered share exchange for $1.10 per share.

Evolution|AI Corporation (the "Company") also provided today an update relating to its prior offer to purchase restricted shares in a transaction value at $0.62 per share.  Pulse Acquisition Corporation ("PAC") was created by the principals of Evolution|AI, to consolidate the restricted shares of parties that responded favorably to the Company's October 2017 offer.  Since then, individual accredited investors, holding approximately 119 million common shares of Pulse in the aggregate, have entered into the process of documenting and closing the restricted share exchange.  The exchange transaction, representing at least a majority interest in Pulse, is expected to close on, or before February 28, 2018.

Evolution|AI Corporation now, directly for its own account, wishes to acquire up to 14 million shares of unrestricted, fully registered common stock, of which the Company believes approximately 8 million shares are currently on deposit with brokerage firms in the public float.  The basic terms of the current offer (the "Registered Exchange") are as follows:

Participating Pulse shareholders, who are accredited investors, shall be entitled to exchange their unrestricted, common shares for fully registered shares in the Company, at their election, through either of two exchange structures, as follows:$1.10 per share shall be paid, in the form of fully registered shares of the Company, to those participating Pulse shareholders who agree to an 'irrevocable' share exchange agreement, with such share exchange subject to the effectiveness of the Company's registration statement (the "Registration Statement"), to be filed with the SEC, specifically for the purpose of delivering the consideration of the transaction;$0.78 per share shall be paid, in the form of fully registered shares of the Company, to those participating Pulse shareholders who agree to a 'revocable' share exchange agreement, similar in all respects to the irrevocable exchange, though it may be cancelled at the election of the Pulse shareholder, at any time prior to the effectiveness of the Registration Statement, if the average closing price of PLFX common stock, for any 5-day trading period, exceeds $0.78 per share;The Exchange Transaction consideration will be paid in the form of fully registered shares of the Company, based on the same manner of valuation of Company shares as utilized in the arms-length transactions between Pulse shareholders and PAC's pending acquisition of restricted shares at $0.62 per share. Notwithstanding the initial share exchange ratio, structured to deliver the share price consideration of 1(a) and 1(b) above, in the event the 10-day average market value of Company shares is less than $1.10 per share, as required by 1(a), or $0.78 per share, as required by 1(b), at the later of (i) a date which is 60 days after the date of effectiveness of the Company's first registration statement filed with the SEC, or (ii) 30 days after the commencement of trading of the Company's shares, the Company shall issue additional shares to the Pulse shareholders, up to 200% of the initial share issuance, as necessary to deliver the target valuation of the Exchange Transaction.  In such event, if the maximum number of additional shares is still not sufficient to deliver the target share valuations or either $1.10 per share, or $0.78 per share, as the case may be, then the respective Pulse shareholders may elect to either unwind the Exchange Transaction or require such consideration to be paid by the Company in cash.

Accredited Investors who are holders of common stock of Pulse Evolution Corporation, if interested in the above outlined offer, are encouraged to contact the Company directly via [e-mail]. This Offer to Purchase shall remain outstanding until its expiration at 5:00pm on Wednesday, February 28, 2018