Toronto, Ontario--(Newsfile Corp. - December 19, 2024) - Vertiqal Studios Corp. (TSX: VRTS) (OTCQB: VERTF) (FSE: 9PY0) (the "Company" or "Vertiqal Studios") - Vertiqal Studios, one of North America's largest owners of gaming and lifestyle social media channels, is pleased to announce a collaboration with Viral Nation Inc. ("Viral Nation"), a global leader in influencer marketing and technology solutions. The collaboration is set to amplify Vertiqal Studios' growth and further bolster its offerings through strategic acquisitions, revenue-sharing arrangements, and co-production initiatives.
Vertiqal Studios Acquires High-Performing Social Channels
Vertiqal Studios and Viral Nation have entered into an asset purchase agreement (the "APA") dated December 19, 2024 pursuant to which Vertiqal Studios has acquired four high-performing social channels from Viral Nation, adding 1,773,000 followers to Vertiqal's 52,000,000-person audience, 73% of which live in the United States. These channels complement Vertiqal Studios' already robust portfolio of 130+ social media channels across Snapchat, Instagram, and TikTok. This acquisition further cements Vertiqal Studios' status as one of the most dominant strategy, creative, and distribution entities in the digital media landscape, with the addition of these new channels being accretive to the overall value of Vertiqal's content distribution network.
Under the APA, Vertiqal Studios acquired ownership of the social channels and all ancillary assets and contracts in exchange for an aggregate consideration of US$150,000 payable as follows: (i) US$50,000 paid in cash on the closing of the acquisition; and (ii) US$100,00 paid through the issuance of 5,737,200 common shares in the capital of the Company at a deemed price of $0.025 per common share at an exchange rate of US$1 ~ C$1.4343.
All securities issued in connection with the APA are subject to a four-month plus one day hold period from the date of issuance and resale rules of applicable securities legislation.
The APA remains subject to final approval from the Toronto Stock Exchange.
Revenue-Sharing Model to Maximize Monetization
The APA also establishes a co-selling arrangement featuring a revenue-sharing model, where Vertiqal Studios will receive 70% of the revenue generated, and Viral Nation will receive 30% for media driven by Viral Nation through Vertiqal Studios' owned and operated channel network. This innovative revenue-sharing strategy will enable both companies to streamline media sales operations while maximizing profitability and market reach. By combining their expertise and resources, this collaboration enhances value for both brands and advertisers.
Leveraging Viral Nation's Cutting-Edge Technology
Viral Nation has agreed to provide Vertiqal Studios a license to its comprehensive suite of technology solutions, aiding them in delivering enhanced media sales strategies and results for their clients. With access to these tools, Vertiqal Studios can implement smarter analytics, improved campaign optimization, and connect more effectively with audiences. This partnership strengthens Vertiqal Studios' position as a leader in creative and innovative marketing solutions.
Co-Producing Original Content
The two entities will also co-produce original content for distribution across their respective channels and platforms. By combining their creative expertise and leveraging their expansive networks of both channels and creators, Vertiqal Studios and Viral Nation aim to deliver impactful and engaging content that resonates deeply with Gen Z and Millennial audiences. This collaboration is expected to set new benchmarks for quality and innovation in digital storytelling, further broadening both companies' influence in the content creation space.
A Key Milestone for Vertiqal Studios
This collaboration represents a pivotal moment in Vertiqal Studios' growth trajectory. By acquiring these social channels, integrating advanced technology, and collaborating on original content, Vertiqal Studios is positioning itself as an even more influential force in the social media landscape, with diversity across platforms. The collaboration with Viral Nation solidifies Vertiqal Studios' status as one of North America's largest owners of gaming and lifestyle social media channels. This strategic alliance underscores Vertiqal Studios' commitment to continuous growth and innovation, further expanding its influence in the ever-evolving digital media ecosystem.
"This collaboration with Viral Nation is a major milestone in Vertiqal Studios' journey to redefine how brands engage with audiences in the digital age," said Max Desmarais, President of Vertiqal Studios. "I've always had immense admiration for Joe Gagliese and Mat Micheli at Viral Nation and the incredible company they've built. Their vision and leadership have set a benchmark in the influencer marketing and technology space, and this partnership is a testament to the shared values and innovative spirit that unite our two organizations. By acquiring these social channels, integrating Viral Nation's technology, and collaborating on original content, we're positioned to set new standards for excellence in social media marketing."
Joe Gagliese, Co-CEO of Viral Nation, added, "We're thrilled to partner with Vertiqal Studios to drive innovation and growth in the social media ecosystem. This collaboration brings together two leaders in the digital space to create opportunities for brands and creators alike."
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About Vertiqal Studios
Vertiqal Studios, owners of one of North America's largest gaming and lifestyle networks on social media, is a digital strategy, creative, and distribution holding company. The Company specializes in the creation and distribution of viral videos for brands and advertisers to create always-on digital strategies that live authentically in Gen Z and Millennial culture. Vertiqal Studios partners with leading brands to develop strategic solutions, creative ideation, and content production, while also providing distribution and amplification through its owned & operated channels - all delivered with boutique, white-glove service. Its expertise lies in managing over 130 channels across TikTok, Instagram, and Snapchat, while producing over 100+ pieces of content a day for a growing audience of 52 million-plus followers. By having such robust ownership of culture and communities on social, Vertiqal Studios provides innovative advertising solutions for brands such as RBC, Samsung, White Castle, Coca-Cola, ESPN, Chili's, and more. For more information and to join our email subscriber list for direct press releases and newsletters, visit https://vertiqalstudios.com/.
About Viral Nation
Viral Nation is a global leader in social media innovation, uniting powerful marketing services, proprietary technology, and creator representation. Founded in 2014, Viral Nation evolved to fuel cultural resonance and predictable growth for brands through a social-first approach. The company's belief that creators and social communities are the new media of today and tomorrow steers world-class services, which include influencer marketing, community management, social content production, social strategy, and a talent representation agency. Viral Nation's creator intelligence technology, CreatorOS, and AI-powered brand safety solution, Secure, allow the company to maximize creator partnerships while safeguarding brand reputation. Viral Nation powers global growth for brands like e.l.f. Cosmetics, Audible, A24, The Coca-Cola Company, MGM Resorts International, Microsoft, Meta, Tencent, Vivid Seats, Zillow, and Walmart, redefining how brands engage and thrive in an ever-evolving digital world. For more information, please visit www.viralnation.com and follow Viral Nation on LinkedIn, X, Instagram, YouTube, and TikTok.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
