IMAQ · International Media Acquisition Corp.

This amended merger agreement significantly restructures the prior April 2025 deal, shifting from a direct merger to a three-step process: first, Valix Limited (Purchaser) acquires 100% of VCI via share purchase for 100 million shares (98M Class A, 2M Class B), making VCI its subsidiary. Second, a merger sub merges into IMAQ, converting IMAQ shares 1:1 to Purchaser Class A shares, warrants adjusted, and rights to 1/20th shares, with IMAQ becoming a Purchaser subsidiary. Third, redomestication moves the surviving entity to the British Virgin Islands. This setup positions Purchaser as the public holding company post-closing, aligning with SPAC evolution trends. Earnout provisions incentivize performance with 27M shares tied to ambitious milestones: $15 share price (10M shares), $500M revenue over four quarters (15M), and $20M dividend (2M), spanning 3-5 years. Investor protections include standard reps/warranties covering financials, IP, taxes, compliance; operating covenants; and conditions like Nasdaq listing approval, fairness opinion, and restructuring completion. Termination risks exist if financials lag or breaches occur, with IMAQ able to exit if IFRS statements miss June 30, 2026 deadline. Upcoming proxy/registration statement will detail valuation and dilution impacts, critical for shareholder vote.