GGTOOR, Inc., (OTCMKTS:GTOR) Announces Revised Nerdland Commitment to Purchase Agreement has Been Executed
GGTOOR, Inc. (OTCMKTS:GTOR) recently announced a revised agreement regarding its acquisition of Nerdland, maintaining a purchase price of $7.2 million. The company will receive $2.4 million at closing, with the remaining $4.8 million payable in equal installments over three years. John V. Whitman Jr. will mentor Nerdland's management, and Jake Fine is appointed as CEO. The agreement secures GGTOOR's ownership of Nerdland in case of financing failure. This strategic move aims to enhance the chances of financing success while improving shareholder value.
- Revised agreement enhances control over Nerdland's assets, ensuring GGTOOR's ownership if financing fails.
- Mentorship from John V. Whitman Jr. aims to strengthen Nerdland's management structure for future success.
- Immediate payment of $2.4 million secures liquidity for GGTOOR.
- The revised payment structure requires a significant amount to be financed within 24 months, posing a risk if not achieved.
- If the purchaser fails to raise funds, it may signify potential financing challenges for GGTOOR.
THOMASVILLE, GA, Oct. 19, 2022 (GLOBE NEWSWIRE) -- via NewMediaWire – GGTOOR, Inc., (OTCMKTS:GTOR) (“GGTOOR, Inc.,”, “GTOR”, or the “Company”), an emerging leader in the eSports markets, announces yesterday, October 18, 2022, the Company on advice of the Nerdland lenders agent, has revised the Nerdland Commitment to Purchase to accommodate anticipated lender requirements and the revised agreement was executed by all parties. The revised agreement calls for the following changes from the original agreement.
1. The full purchase price remains
2. John V Whitman Jr. is to mentor Nerdland management (and its board of directors) in getting properly structured to move forward successfully with GGTOOR, and to take an advisor seat on the board. John V Whitman Jr. is to provide member candidates to the board of directors for acceptance by Jake Fine, based solely on the merits of their resumes and CVs and each board of directors must be independent directors.
3. Jake Fine will be appointed as Nerdland’s CEO, reporting directly to the board of directors and under the mentorship of John V. Whitman Jr. Once a board of directors has been selected Nerdland will insure a directors and officers Insurance policy for each member of the board has been secured and put into effect. Jake Fine agrees to provide full and absolute transparency on all matters to the board of directions at all times. Jake Fine agrees to provide John V. Whitman Jr. with ability to weigh in, and with final say, on the final Operating Agreement of Nerdland, the soon-to-be registered company before its signed. Nerdland founders including Jake Fine agree it will provide the board of directors with discretion to remove an officer or director by majority vote, and only for cause supported by unimpeachable evidence,
4. In the event the Purchaser fails to complete the purchase due to its inability to raise funds equal to its purchase obligation, it waives its rights to the Nerdland Project which will become exclusively the property of GGToor. The Purchasers inability to secure financing is the only condition at which the founders can exit the deal without financial burden provided it provides GGToor with automatic forbearance to all its operations, assets, copyrights, patents, ideas, concepts, rights.
John V Whitman Jr. had this to say concerning the Nerdland deal, “When I realized the Company needed to agree to payments in order to advance Nerdland’s funding prospects, my only option was to let the original agreement expire so I would have the leverage necessary for GGToor to emerge victorious regardless of Nerdland’s ability to find financing. Simply amending an existing contract would not have provided GGToor with the leverage it needed to put safeguards in place. The new contract calls for GGToor to own Nerdland and its assets if funding does not happen or if funding is successful and they fail to meet their fiscal obligation, GGToor owns Nerdland and its assets. In the original contract, if Nerdland failed to get financing, GGToor lost the sale and got nothing. Our goal from the beginning was not to simply sell a parcel of virtual land but to put in place corporate governance that provided every opportunity for the project to be successful. It became apparent the lender's agent felt it was important that GGToor had oversight so every asset could be made available to insure the project’s success. The long term success of GGTOORCITY depends on each project within the City remaining open and thriving. This revised agreement is a breath of fresh air and provides for Nerdland financing to have a tremendously greater chance of reaching a successful conclusion. It became clear that funding any project involving the Metaverse is challenging at best and is new to lenders. Adjustments became necessary in order to provide additional assurances for all parties involved, but most importantly was to renegotiate a deal that would be more beneficial to GGToor shareholders.”
Want to participate? If you want to bring your team or friends to GGToor.com or be a Tournament Organizer, we can support you and help you grow; you can reach a worldwide audience of similar-minded individuals that like to compete and have fun! You can be sure that GGToor.com is here to grow with you. Just follow the link to sign up as an organizer https://GGToor.com/organizerlogin.php If you have any questions about our events visit our socials; Discord https://discord.gg/GUhyZxFH8Q, Twitter https://twitter.com/GGToor/, twitch https://www.twitch.tv/GGToor, Facebook: https://www.facebook.com/gaming/eShadowGaming and Youtube: https://www.youtube.com/channel/UCTcWVwGhX2XnjB6bn5_3jnw
About GTOR
GGTOOR, Inc., is engaged in the business of eSports. The Company is aggressively entering the Metaverse by having purchased enough virtual land, 4,144 parcels, to form its own virtual city that will be called GGTOORCITY. The Company has held over two hundred sixty video game tournaments and has given away over
Forward-Looking Statements. This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. These statements are based on and reflect our current expectations, estimates, assumptions and/ or projections as well as our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections, including with respect to the future earnings and performance or capital structure of GGTOOR, Inc.
For Additional Information Contact:
John V Whitman Jr.,
John@GGToorcorp.com
https://GGToorcorp.com/
https://GGToor.com/home.php
FAQ
What is the total purchase price of Nerdland by GGTOOR?
When will GGTOOR receive the first payment for the Nerdland acquisition?
Who will mentor Nerdland's management after the acquisition?
What happens if Nerdland fails to secure financing for the purchase?
Who is appointed as the CEO of Nerdland?
