Announcement • Nov 03

Animoca Brands Corporation Limited entered into a non-binding term sheet to acquire an unknown majority stake in CURRENC Group Inc. (NasdaqGM:CURR) in a reverse merger transaction.

Animoca Brands Corporation Limited entered into a non-binding term sheet to acquire an unknown majority stake in CURRENC Group Inc. (NasdaqGM:CURR) in a reverse merger transaction on November 2, 2025. Upon completion, the Proposed Merger is expected to result in a Nasdaq-listed company with a global growth strategy spanning digital asset investments and services, real-world asset (RWA) tokenization, and blockchain applications for both consumers and institutions. Under the proposed structure, shareholders of Animoca Brands would collectively own approximately 95% of the issued shares in the resulting entity, and current shareholders of Currenc would hold approximately 5%. Currenc expects to authorize a dual-class share structure in connection with the transaction, and following closing, the board is expected to include nominees of both companies. If the Proposed Merger is completed, that the combined company would operate under the Animoca Brands name. In case of termination of transaction, Animoca Brands Corporation Limited will pay a termination fee of $5 million and seller will pay a termination fee of $2.75 million. The transaction is subject to completion of financial and legal due diligence on Animoca Brands Corporation to the satisfaction of the Purchaser, entry into the definitive documents, all authorizations, consents, approvals, resolutions, licenses, exemptions, filings or registrations, no restraints issued by a court of competent jurisdiction or government agency preventing or materially restricting the Scheme being in existence, Currenc shareholder approval for certain steps in connection with the Potential Transaction, Animoca Brands shareholder approval in respect of the Scheme, all authorizations and regulatory approvals necessary to implement the Potential Transaction having been obtained, Currenc having authorized and created a new class of ordinary shares, having such rights, preferences and privileges acceptable to Animoca Brands, the ordinary shares continuing to be quoted on Nasdaq and Currenc being in compliance with all of Nasdaq’s listing rules and listing standards, Currenc having (i) procured the resignation of its current members of senior management; and (ii) appointed the individuals nominated by Animoca Brands to assume the relevant senior management positions, to the extent applicable, Currenc having completed any agreed restructure of its assets and/or subsidiaries, the absence of any one or more events or changes that have had or would reasonably be expected to have a material adverse effect on the condition, business, assets, liabilities or results of operations of Animoca Brands group or Currenc group as a whole, the Restructuring (as defined below) having been completed, including, to the extent necessary and applicable, the receipt of any approvals of the shareholders of the Purchaser and any relevant regulatory authorities for the Restructuring, Animoca Brands lodging its audited financial statements with ASIC and other customary conditions. The expected completion of the transaction is on or before December 31, 2026. Herbert Smith Freehills acted as legal advisor for Animoca Brands Corporation Limited. Latham & Watkins LLP acted as legal advisor for Animoca Brands Corporation Limited. Galaxy Digital Partners LLC acted as financial advisor for Animoca Brands Corporation Limited. Moelis & Company acted as financial advisor for Animoca Brands Corporation Limited.

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Animoca Brands Corporation Limited entered into a non-binding term sheet to acquire an unknown majority stake in CURRENC Group Inc. (NasdaqGM:CURR) in a reverse merger transaction.

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