Diginex Signed Memorandum Of Understanding For A Cash And Share Acquisition Of Resulticks At $2B

The MOU values Resulticks at $2 billion which will be paid for in three tranches:

(1) $1.4 billion in Diginex ordinary shares valued at $72 per share and subject to a 12-18 month lock-up, which shares will be issued at closing of the transaction;

(2) $100 million in cash that is payable within 90 business days of the closing of the transaction; and

(3) an earnout of up to $500 million payable in Diginex ordinary shares valued at $72 per share and paid in 3 independent tranches subject to Resulticks attaining at least 75% of the below audited EBITDA threshold figures:

Earnout Amount	Accounting Period	EBITDA Threshold
a.	$166,666,666	FY2026	$100,000,000
b.	$166,666,667	FY2027	$200,000,000
c.	$166,666,667	FY2028	$325,000,000

Resulticks, headquartered in Singapore with operations across the United States, India, Singapore, and the Middle East, is renowned for its omnichannel client engagement automation platform. The platform leverages AI and big data analytics to deliver personalized customer experiences, enabling businesses to orchestrate seamless engagement across digital and physical touchpoints. We believe that by integrating Resulticks' cutting-edge technology, Diginex will enhance its ability to provide comprehensive data-driven sustainability solutions, thereby empowering organizations to meet evolving regulatory requirements and stakeholder expectations with greater precision and efficiency.