Xcyte Digital Corp. Announces Execution of Definitive Agreement with MCON Live Inc.

On behalf of Xcyte Digital Corp.

Xcyte Digital to power online access to MCON’s global expos for the military veteran community, providing access to disabled veterans unable to physically attend
MCON 2024 to expand to reach audiences virtually for the first time with Xcyte Digital

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

POMPANO BEACH, FL June 13, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte” or the “Company“), a spatial computing event technology aggregator and developer that provides a high value, cost-effective, multi-platform event technology subscription service that powers physical, virtual, hybrid and immersive events, and professional managed services for physical and hybrid events, announces that it has entered into a share exchange and asset purchase agreement dated June 12, 2024 (the “Agreement“) with MCON Live Inc., a Nevada corporation (“MCON“), pursuant to which, among other things, a wholly-owned subsidiary of Xcyte will acquire 5% of the common stock of MCON (the “MCON Shares“) and 100% of MCON’s online business (the “Transaction“). MCON is a veteran-owned company that hosts various annual events that bring the military community together through a celebration of military culture.

As consideration for the Transaction, Xcyte will issue MCON 50 multiple voting shares in the capital of Xcyte (each an “MV Share“) each of which is convertible into 10,000 subordinate voting shares in the capital of Xcyte (each an “SV Share“), subject to adjustment in certain circumstances, for a total of 500,000 SV Shares, in exchange for the MCON Shares and certain intangible assets related to MCON’s online business. Following the closing of the Transaction (the “Closing“), MCON will receive 25% of the revenue generated by such online business, after deducting all third-party expenses, sales commissions and other direct costs.

All securities issued in connection with the Transaction will be subject to a hold period under applicable Canadian securities laws of four months and one day from the date of issuance and will be restricted securities under United States securities laws. None of the securities will be registered under the United States Securities Act of 1933, as amended (the “1933 Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons” (as such term is defined in Regulation S under the 1933 Act), unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. Pursuant to the terms of the Agreement, the securities will be also subject to a voluntary escrow for up to 18 months.

The parties shall use commercially reasonable efforts to close the Transaction within 30 days of the execution of the Agreement. The Closing is subject to the satisfaction of certain customary closing conditions, including the approval of the board of directors of the Company, the approval of the TSX Venture Exchange (the “TSXV“), and the completion of due diligence by the Company. No finder’s fees will be paid in relation to the Transaction, which has been negotiated at arm’s length.

MCON’s next live event is expected to be held on October 24, 2024, and will be a global event powered by Xcyte Digital, enabling an immersive/hybrid format for the first time in its history. The event is expected to feature a wide range of activities and attractions, including live music and performances, speakers and exhibits, cultural experiences, curated culinary and beverage experiences, family-friendly activities, and networking opportunities. Experiences are expected to include the MCON Wellness Village, Gaming Pavilion, Possibilities Expo, Military Impact Summit and more.

“We are thrilled to be able to leverage Xcyte to bring MCON to a global audience. Our last event had over 1,500 attendees, but we have so many in our community who cannot attend in person due to their obligations at home or service abroad and they will now have the opportunity to attend virtually and experience the magic of MCON. This also gives MCON the power to reach the estimated 5.4 million veterans and their families who have a disability and enable them to attend virtually,” said Todd Brockman, Co-Founder & CEO of MCON.

“MCON expands our service offerings towards the highly engaged military veteran community,” said Xcyte Digital CEO, Randy Selman. “Xcyte Digital is proud to partner with our veterans, and we look forward to expanding MCON’s reach to draw in greater numbers of active military personnel and veterans.”

About MCON Live Inc.

MCON was created by veterans to bring the military community together for an epic celebration of military culture. It is an organization that values service, purpose, and sacrifice, whose mission is to create community, facilitate connection and improve the well-being of those who served and their families. For more information, visit https://mcon.live.

About Xcyte Digital Corp.

Xcyte Digital (TSXV:XCYT) is a spatial computing event technology aggregator and developer providing high value, cost-effective, multi-platform subscription services to host online virtual and immersive events as well as professional managed services for physical and hybrid events. Xcyte Digital was formed in 2022 through an amalgamation of operating businesses and assets in the virtual and immersive event sectors. The Company went public on the TSXV on November 15, 2023. Headquartered in Toronto, Ontario (Canada) and Fort Lauderdale, FL (USA), Xcyte also has personnel and operations in London, UK; Charlotte, NC; Houston, TX; Union, NJ and Cape Town, SA. Xcyte Digital provides immersive event technology, virtual event technology and event support services. Visit us at xcytedigital.com.

For further information, please contact:

Xcyte Digital Corp.
Randy Selman, Chief Executive Officer and Director
Phone: (647) 777 7501
Email: [email protected]

Investor Relations
Nikhil Thadani, Sophic Capital
Email: [email protected]
Phone: (647) 777 7501

To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information in this release includes, but is not limited to, statements with respect to the expected timing of the Closing, the expected synergies that Xcyte may realize as a result of the completion of the Transaction, the impact that the Transaction may have on Xcyte’s growth prospects generally, and MCON’s next live event expected to be held on October 24, 2024. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by management as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by such forward-looking information, including that the MCON may not perform or generate revenue at the levels experienced historically; that the Company may not obtain the approval of the TSXV for the Transaction; that the synergies anticipated by the completion of the Transaction may not materialize to the extent expected or at all; and other factors that apply to the Company’s business generally as described in greater detail in the documents filed under the Company’s profile at www.sedarplus.ca. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Investors are cautioned that undue reliance should not be placed on any such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. The Company does not intend, and does not assume any obligation, to update the forward-looking information in this release except as otherwise required by applicable law.

SOURCE: Xcyte Digital Corp.

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6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management's expectations regarding Xcyte Digital Corp.’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to Xcyte Digital Corp.’s industry; (b) market opportunity; (c) Xcyte Digital Corp.’s business plans and strategies; (d) services that Xcyte Digital Corp. intends to offer; (e) Xcyte Digital Corp.’s milestone projections and targets; (f) Xcyte Digital Corp.’s expectations regarding receipt of approval for regulatory applications; (g) Xcyte Digital Corp.’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) Xcyte Digital Corp.’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute Xcyte Digital Corp.’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) Xcyte Digital Corp.’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) the accuracy of budgeted costs and expenditures; (e) Xcyte Digital Corp.’s ability to attract and retain skilled personnel; (f) political and regulatory stability; (g) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (h) changes in applicable legislation; (i) stability in financial and capital markets; and (j) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Xcyte Digital Corp. to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) Xcyte Digital Corp.’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact Xcyte Digital Corp.’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing Xcyte Digital Corp.’s business operations (e) Xcyte Digital Corp. may be unable to implement its growth strategy; and (f) increased competition.

Except as required by law, Xcyte Digital Corp. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does Xcyte Digital Corp. nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither Xcyte Digital Corp. nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.

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