FingerMotion, Inc. (NASDAQ:FNGR) ("FingerMotion" or the "Company"), a mobile services, data and technology company, is pleased to announce that it has entered into a share exchange agreement (the "Share Exchange Agreement") with Telforge, Inc. ("Telforge"), a Nevada corporation, and the shareholders of Telforge (the "Shareholders"). Telforge is a voice and messaging telecom service provider offering cloud-based voice, messaging, and unified communications solutions.

Pursuant to the Share Exchange Agreement, the Shareholders have agreed to exchange all of their outstanding shares of Telforge in exchange for up to 7,333,333 shares of FingerMotion, subject to the terms and conditions of the Share Exchange Agreement. Subject to the closing conditions being satisfied or waived by the respective parties, at closing the Company shall issue the Shareholders on a pro rata basis and aggregate of 7,333,333 shares of common stock, of which 2,333,333 shares of common stock (the "Closing Shares") will be released to the Shareholders, and 5,000,000 shares of common stock (the "Milestone Shares") will be placed in escrow pursuant to an escrow agreement in form and substance to be agreed upon by the Company and Telforge, and shall not be released from escrow until they are earned as a result of the achievement of certain Cumulative Revenue and Secured Contract Value (each as defined in the Share Exchange Agreement) over two earnout periods with the first being three months following closing and the second being six months following closing. If the Cumulative Revenue plus Secured Contract Value for the first earnout period is equal to or greater than $2,500,000, the Shareholders shall have earned 2,000,000 Milestone Shares. If the Cumulative Revenue plus Secured Contract Value for the second earnout period is equal to or greater than $5,000,000, the Shareholders will have earned 3,000,000 Milestone Shares. Any Milestone Shares that are not earned on or before the expiration of the applicable earnout period shall be automatically forfeited and cancelled.

Upon closing the Closing Shares and Milestone Shares will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, and will be issued as "restricted securities" as such term is defined under Rule 144(a)(3) under the Securities Act. Pursuant to the Share Exchange Agreement, the Company has agreed to provide registration rights for the Closing Shares and Milestone Shares as set forth therein.

This acquisition aligns with the Company's strategic roadmap, which focuses on geographical expansion, selective acquisitions in telecommunications and infrastructure technologies, as well as the development of analytics, mobility, enterprise digitalization, and smart infrastructure solutions.