Announcement • Dec 04

Real Thing Entertainment cancelled the acquisition of Hexima Limited (ASX:HXL) in a reverse merger transaction.

Real Thing Entertainment agreed to acquire Hexima Limited (ASX:HXL) in a reverse merger transaction for AUD 8.1 million on July 24, 2024. As per the transaction, Real Thing Entertainment will issue, 789.7 million shares to the shareholders of Hexima Limited as consideration. also issue up to 25 million shares to two RealThing shareholders to redeem two convertible notes. The proposed acquisition was subject to conditions precedent outlined in the 24 July 2024 announcement, including shareholder approvals and raising capital as part of re-compliance with the ASX Listing Rule Chapter 1 and 2 admission requirements. The transaction is expected to complete on October 9, 2024. On September 27, 2024 Hexima Limited announced the extension to the date for satisfaction of conditions precedent related to the binding but conditional Share Sale Agreement to acquire 100% of the shares of Real Thing Entertainment to December 16, 2024. Real Thing Entertainment cancelled the acquisition of Hexima Limited (ASX:HXL) in a reverse merger transaction on December 3, 2024. The Board is unable to have sufficient confidence that the conditions precedent will be able to be satisfied, including that the requisite level of capital would be able to be raised, or the general meeting arranged to be held and the other re-compliance requirements completed, before the conditions precedent satisfaction date. The Board has formed the view that committing funds to complete the process for calling the general meeting to seek the approvals would not be appropriate in those circumstances. Accordingly, after Board consideration, the Company has given notice of termination of the share sale agreement to RealThing and the vendors in accordance with the provisions of the agreement relating to the conditions precedent.

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