Hammer Fiber Optics acquires TFS-LTD in share exchange; renames unit HammerPay

HAMMER TECHNOLOGY HOLDINGS CORP.

Acquires 100% of TFS-LTD (5M shares) for 5M restricted HMMR shares; TFS-LTD becomes wholly owned subsidiary.
Acquired entity to be renamed HammerPay (USA) Ltd, subject to Delaware approval.
Earnout: up to 5M additional HMMR shares if TFS-LTD EBITDA reaches $10M in any fiscal year.
Transaction is non-dilutive; shares issued from authorized treasury stock.

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