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Recall Studios Completes $200 Million Acquisition of Evolution AI Corporation Including Majority Stake in Pulse Evolution Corporation
By Globenewswire



  •  Deal includes 150 Million Share Majority Stake in Digital Human, Holographic Entertainment Pioneer Pulse Evolution Corporation (OTC “PLFX”)
  •  Acquisition marks First Major Step toward Completion of its planned $1.38 per share Tender Offer to Acquire PLFX
  •  Company to leverage Evolution AI's Global Reputation and Key Strategic Shareholders to Establish Worldwide Distribution of AR and VR Applications
  •  Combined Companies Expected to Meet Listing Requirements of NYSE

New York, NY, Aug. 10, 2018 (GLOBE NEWSWIRE) -- Recall Studios (OTC: “BTOP”) today announced it successfully completed the acquisition of Evolution AI Corporation, an artificial intelligence technology company engaged in the development of hyper-realistic human animation technology to enable leading Artificial Intelligence platforms to interact with consumers in a relatable human form. The acquisition also includes Evolution AI Corporation’s majority stake in Pulse Evolution Corporation (OTC: “PLFX”), a globally recognized pioneer in the development of hyper-realistic digital humans for live shows, virtual reality, augmented reality, holographic, 3D stereoscopic, web, mobile, interactive and artificial intelligence applications.

Under the terms of the transaction, to be more fully described in the Company’s forthcoming 8-K filing, Recall Studios issued approximately $200 million in common stock equivalent securities to Evolution AI Corporation shareholders in exchange for substantially all of the common stock of Evolution AI Corporation.  The acquisition also includes 150 million common share equivalents, or an approximate 60% ownership interest, of Pulse Evolution Corporation and marks the first major milestone in Recall’s completion of its previously announced $1.38 per share tender offer to acquire the remaining publicly floated shares of Pulse Evolution.

Commenting on the acquisition, Recall Chairman Alexander Bafer stated, “With impressive new VR technology patents in process, and commercial applications in AR underway, the purchase of Evolution AI and Pulse Evolution helps us to complete the picture. Our combined companies will stand uniquely among the industry’s first vertically integrated Mixed-Reality companies, from IP-owner to Content Creator to Applications Provider.”

Recall Studios is committed to the development and exploitation of disruptive technologies, in new media and entertainment, that elevate the way consumers interact with content. Recall's principal strategy is focused on the explosive market of Mixed Reality (both augmented and virtual), with a portfolio of proprietary technology (and patents pending) that is market-ready and slated for commercial introduction in 2018. In addition to Recall Studios' in-house development initiatives, the company believes strongly in the use of its public currency, supported by the experience of the leadership team, for the acquisition of best-of-breed technologies, applications and companies that further establish the company as an industry pioneer, with global visibility and scalable distribution for our applications.

Through the acquisition of Evolution AI Corporation, Recall Studios will secure participation in the exciting opportunities of artificial intelligence, and will also acquire control of Pulse Evolution Corporation, an entertainment technology company with an impressive global reputation. Pulse Evolution and its principals are most popularly known for producing some of the most visually stunning digital humans in the history of entertainment, including the Academy Award lead character in The Curious Case of Benjamin Button (2008), the digital alter-ego of Jeff Bridges in Tron: Legacy (2010), the holographic performance of Virtual Tupac Shakur at the Coachella Valley Music Festival (2012), and Virtual Michael Jackson at the Billboard Music Awards (2014).

Founded by new media pioneer John Textor, described recently by Forbes magazine as “Hollywood’s Virtual Reality Guru”, Evolution AI is committed to applications of Mixed Reality (VR and AR) and the important role that digital humans and artificial intelligence will play in the world of immersive entertainment.  We believe that the impressive digital humans and consolidated entertainment properties of Evolution AI will achieve even greater market potential through the AR and VR technology of Recall Studios.  For our shareholders, the purchase of Evolution AI Corporation will provide Recall Studios with global market visibility and product distribution opportunities that would otherwise take years to establish.

Also significant is that the board of Pulse Evolution recently announced its support for Recall's publicized tender offer for all available shares of PLFX stock trading in the public float. Recall has offered $1.38 per share of value, in the form of Recall Studios shares, for each share of Pulse Evolution so exchanged.  Recall believes this to represent fair and compelling consideration for the interest of Pulse shareholders.  Having closed on this acquisition of 150 million shares of Pulse this week, Recall is resoundingly committed to complete the public tender acquisition for the small percentage of Pulse that trades in the public float.  The focus is building shareholder value for Recall shareholders, as well as those Pulse shareholders who choose to become Recall shareholders, so it is the company's intent to acquire all remaining Pulse shares in the public float, terminate the PLFX ticker symbol, and take full responsibility for building the value of Pulse as a Recall Studios subsidiary.

Recall's purchase of Evolution AI Corporation and the planned tender offer to the shareholders of Pulse Evolution represent the first steps toward an exciting combination of Recall Studios’ impressive mixed reality technologies with established global players who are well known for their production of visually stunning computer-generated imagery and their innovative use of alternative display technologies in the development of new forms of entertainment.

About Recall Studios

Recall Studios an entertainment technology company engaged in the development of mixed reality technologies (Virtual Reality and Augmented Reality) and related applications that contribute to a new paradigm of media consumption. We are focused on creating disruptive software, proprietary technology and applications, and immersive content. Our most recent SEC filings and financial information can be found on the Securities and Exchange Commission's website at www.sec.gov

About Evolution AI Corporation

Evolution AI Corporation is an artificial intelligence technology company focused on the adaptation and development of hyper-realistic human animation technology to enable leading Artificial Intelligence platforms to interact with consumers in a relatable human form. Founded by Mr. John Textor, an established and globally recognized pioneer in the field of hyper-realistic human animation, Evolution AI intends to develop a robust library of functional human faces, and human characters, that will allow people to communicate with leading artificial intelligence platforms, just as they would expect to communicate with another human being.

Evolution AI, which is also a licensee and major shareholder of Pulse Evolution technology, recently acquired a robust portfolio of technology, acquired from the legendary visual effects company Digital Domain, representing substantially all of the technology developed in connection with launch and operation of Digital Domain’s Florida animation studio. With the benefit of both the Digital Domain animation and studio technology portfolio, and the market leading human animation technology licensed from Pulse Evolution Corporation, Evolution AI is uniquely positioned to be a true pioneer in the globally significant industry that emerging through the deployment of artificially intelligent digital humans in society, commerce and education.

FORWARD-LOOKING STATEMENTS; ADDITIONAL INFORMATION

Certain statements in this communication related to Recall Studios’ offer to acquire Pulse Evolution, including the combined company’s future performance, results, and plans, are “forward-looking statements” that are subject to risks and uncertainties, are based on management’s current expectations, and as a result of the following risks and uncertainties, among others, actual results and events may differ materially: the consummation of the proposed transaction; the successful integration of Recall Studios and Pulse Evolution and the ability to realize synergies and other benefits; the availability of funds to meet debt obligations and to fund operations and necessary capital expenditures; and the risks and uncertainties detailed by Pulse Evolution in its filings with the OTC. More information on potential factors that could affect our financial results is included from time to time in our SEC filings and reports. Recall Studios disclaims any obligation to update information contained in these forward-looking statements.

The Tender Offer referenced in this press release has not yet commenced. This communication is for information purposes only and is not an offer nor a solicitation of an offer to purchase, sell or exchange securities or a solicitation of a proxy from any stockholder. Subject to future developments, additional documents regarding the proposed transaction, such as a Schedule TO and a registration statement on Form S-4, may be filed with the SEC, which investors should read carefully if and when they become available because they contain important information. Investors may obtain a free copy of the documents filed by Recall Studios, when they are available, from the SEC’s website at www.sec.gov. Recall Studios, its directors and certain of its executive officers may be deemed to be participants in a solicitation of proxies for the proposed transaction.

Information about the directors and executive officers of Recall Studios is set forth in its most recent proxy statement for the annual meeting of stockholders, as filed with the SEC, and will be included in the relevant documents regarding the proposed transaction filed with the SEC.



CONTACT: Contact:Investor RelationsRecall [email protected]

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