Immutable Holdings and Jorge Masvidal's Gamebred Fighting Championship (FC) Enter Into Definitive Agreement for Proposed Reverse Takeover Transaction and Listing on the TSXV

VANCOUVER, BC / ACCESS Newswire / October 9, 2026 / Immutable Holdings Inc. (CBOE:HOLD)(OTCQB:IHLDF) ("Immutable" or the "Corporation") is pleased to announce that it has entered into an acquisition agreement (the "Definitive Agreement") with Gamebred FC, LLC. ("Gamebred"), which outlines the terms and conditions pursuant to which the parties will complete an arm's length transaction that will result in the reverse take-over of Immutable by Gamebred (the "Proposed Transaction") to ultimately form the resulting issuer (the "Resulting Issuer"). It is intended that the Proposed Transaction will constitute a "reverse take-over" of Immutable under the policies of CBOE Canada ("Cboe") 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 ("TSXV"), 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 (the "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 ("SV Shares") and 65,508 multiple voting shares of Immutable ("MV Shares" and together with the SV Shares, the "Immutable Shares") 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 ("Gamebred Shares") will receive shares of the Resulting Issuer ("Resulting Issuer Shares") in exchange for their Gamebred Shares. The aggregate consideration payable to holders of Gamebred Shares will consist of 312,500,000 Resulting Issuer Shares, subject to adjustments, with the exact number of Resulting Issuer Shares issuable per Gamebred Share determined by dividing 312,500,000 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) (the "Share Exchange Ratio").

Based on the number of Immutable Shares currently outstanding and the issuance of 312,500,000 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% of the Resulting Issuer Shares and former shareholders of Gamebred are expected to hold approximately 76.1% 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 US$1,000,000 to Gamebred pursuant to the terms of a secured promissory note entered into between the Corporation and Gamebred (the "Bridge Loan"). 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 of equal to Daily Simple SOFR plus 6.0% per annum, calculated daily. The Bridge Loan matures on December 31, 2026.

Gamebred intends to use the proceeds of the Bridge Loan to fund 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 (the "Concurrent 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 TSXV. 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 TSXV, 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 TSXV 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 TSXV and the delisting of the Immutable Shares from Cboe are subject to review and approval by the TSXV 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 TSXV. 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 TSXV 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's SEDAR+ profile at www.sedarplus.ca.

About Gamebred

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

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. For further information regarding Immutable Holdings, visit https://immutableholdings.com/ and see the Corporation's disclosure documents on SEDAR+ at www.sedarplus.ca.

For media inquiries and further information, contact:

Billy Baxter, Interim CFO and Head of Corporate Development & Operations
Email: info@immutableholdings.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains certain statements which constitute forward-looking statements or information under applicable Canadian securities laws, including without limitation, statements regarding expectations regarding whether the Proposed Transaction will be consummated and the conditions to the consummation of the Proposed Transaction will be satisfied including, but not limited to, the necessary shareholder and regulatory approvals and the timing associated with obtaining such approvals, if at all, expectations regarding the Concurrent Financing and the terms, size and timing thereof, completion of the name change of the Corporation, the future business plans, activities, operating performance and expectations regarding the Resulting Issuer, expectations regarding the Bridge Loan and the use of proceeds thereof, the trading in Immutable Shares and Resulting Issuer Shares, and expectations for other economic, business and/or competitive factors. Such forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors, some of which are beyond Immutable's, Gamebred's or the Resulting Issuer's (as applicable) control, which could cause actual results, events, performance or achievements of Immutable, Gamebred or the Resulting Issuer, as applicable, to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks and uncertainties include, without limitation, changes to applicable laws or regulations, general economic and capital markets conditions, stock market volatility and the other risks disclosed in the Corporation's annual information form dated March 31, 2026 and other disclosure documents available on the Corporation's profile at www.sedarplus.ca. The foregoing is not an exhaustive list of factors that may affect the Corporation's forward-looking statements. Other risks and uncertainties not presently known to the Corporation and/or not specifically referenced herein could also cause actual results or events to differ materially from those expressed in its forward-looking statements.

The forward-looking statements contained herein are based on a number of assumptions, including, but not limited to, assumptions regarding completion of the Proposed Transaction as contemplated or at all; completion of the Concurrent Financing, satisfying the conditions precedent and covenants in connection with the Proposed Transaction, the ability to obtain requisite regulatory, board and shareholder approvals of the Proposed Transaction, as applicable, satisfying the requirements of Cboe and the TSXV, as applicable, with respect to the Proposed Transaction and related matters, meeting the minimum listing requirements of the TSXV, market conditions, the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, customers and competitors, anticipated and unanticipated costs (including, without limitation, compliance with extensive government regulation and the costs associated with compliance), and other factors referenced in this news release.

Although the Corporation believes that the forward-looking statements in this news release are reasonable, they are based on factors and assumptions, based on currently available information concerning future events, which may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.

The Exchange has not in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

SOURCE: Immutable Holdings Inc.

View the original press release on ACCESS Newswire