Orthogonal Thinker Inc. and Pluto 11.11 Inc. Offer Early Warning…

Orthogonal Thinker Inc. and Pluto 11.11 Inc. Offer Early Warning…

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISTRIBUTION TO US NEW SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

TORONTO, March 22, 2023 (GLOBE NEWSWIRE) — Orthogonal Thinker Inc. (“OT“) and Pluto 11.11 Inc. (“Pluto“), announce today that they have acquired ownership and control of securities of Web3 Ventures Inc. (the “Pursue” or “W3V“) pursuant to W3V’s previously announced non-brokered private placement (the “financing“) and the previously announced securities purchase transaction described in the Company’s news release dated March 21, 2023 (the “purchase process“), both of which are now closed.

Pursuant to the Financing, the Company issued, on a non-brokered private placement basis, 20,302 units (each a “Unit“). Each unit consists of 1,000 Subordinate Voting Shares (each a “SVS“), ten multiple voting shares (each a “MVS“), 500 Warrants, each Warrant entitling the holder to purchase one SVS (each a “SVS warning slip“) and five Warrants, each Warrant entitling the holder to purchase one MVS (each a “MVS warning slip“) in the capital of the Company. Each SVS Warrant is exercisable for a period of two years from the date of issuance at an exercise price of C$0.15 per SVS. Each MVS Warrant is exercisable for a period of two years from the date of issuance at an exercise price of $15.00 per MVS.Each MVS is economically equivalent to 100 SVS and holds the same voting rights as 100. Each unit was purchased for $100 per unit for total gross proceeds of $2,030,200.

Pursuant to the Purchase Transaction, certain security holders of the Company (the “Salesperson“) with a group of independent third parties including OT (the “buyer“) completed the following transactions: (i) the purchase of an aggregate of 4,250,000 SVS, 4,250,000 SVS share purchase warrants (the “SVS Purchase Guarantees“) used to purchase an SVS at a price of $0.10 per share for a period of 5 years from…

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