FingerMotion Announces Acquisition of Newbit for US$2.3M

What Happened
FingerMotion, Inc. announced it entered into a definitive Share Purchase Agreement (dated Sept 23, 2026) to buy 100% of Newbit Technology Inc. for a US$2,300,000 cash purchase price (cash‑free, debt‑free, subject to customary adjustments). The deal implements a prior binding MOU and commitment; a US$230,000 deposit has been paid and an additional US$230,000 is due on execution. Closing is targeted for the third business day after satisfaction or waiver of conditions and, in any event, no later than October 29, 2026.

Key Details

• Purchase price: US$2,300,000 in cash; US$230,000 deposit paid, further US$230,000 payable on execution, ~US$1,840,000 payable at closing. No escrow or purchase-price holdback.
• Assets included: Newbit owns surface lease, development/building permits, pipeline and metering infrastructure, environmental approvals and Alberta Utilities Commission (AUC) Rule 007 registration for a previously disclosed 9.9 MW behind‑the‑meter site (Brooks Campus #1, ~50.469862° N, 111.602257° W). Generating equipment and movable plant are excluded and to be removed before closing.
• Conditions to close: execution of a new gas supply agreement with Pivotal Energy Partners (and Pivotal’s written consent to change of control), Eastern Irrigation District consent (and any lease assignment), confirmation of title/absence of encumbrances (other than permitted encumbrances), accuracy of reps, and remaining due diligence. AUC approval for any change of generating units is a post‑closing responsibility of FingerMotion.
• Indemnities and limits: Vendors provide joint and several indemnities (including for pre‑closing taxes, financial debt, leakage, title and specified environmental matters). General reps are subject to a US$125,000 deductible and a US$460,000 cap (20% of purchase price); fundamental reps (title, tax, fraud, willful misconduct) are uncapped.

Why It Matters
This acquisition would give FingerMotion control of a 9.9 MW behind‑the‑meter site in Alberta along with site leases, permits and pipeline/receipt infrastructure—key operational rights needed to operate the facility. The transaction is cash‑funded and has specific closing conditions (notably a new gas supply agreement and third‑party consents), so closing is not guaranteed until those conditions are met. Investors should note there is no escrow or purchase‑price holdback, meaning post‑closing protections rely on the sellers’ indemnities and the stated caps/deductibles. FingerMotion also issued a press release on Sept 29, 2026 announcing the agreement.