DGNX · Diginex Limited

Diginex Limited has entered into a definitive Sale and Purchase Agreement to acquire Resulticks Global Companies Pte. Ltd., a Singapore-based company, in a share-for-share transaction. The consideration of 1,133,333,333 Diginex shares represents a significant issuance, requiring shareholder approval via an Issuance Ordinary Resolution. The acquisition is expected to close by May 15, 2026, subject to conditions including no material adverse change (defined as a 30% or more decline in consolidated gross revenue) and other customary conditions. Post-completion, Diginex will appoint an additional technical expert director nominated by the Founders to its board, indicating an intent to integrate Resulticks' expertise. The Amended Founder Warrant Agreement restructures existing warrants, allowing exercise at a $30.3 million subscription price payable in two annual tranches with 10% interest, providing financing flexibility. The agreement includes extensive warranties from both parties, registration rights, and a lock-up agreement, typical for such transactions. This acquisition is transformative for Diginex, significantly expanding its business scope and shareholder base.