XTL To Aquire The Social Proxy

expands its IP portfolio to AI Web Data

The Social Proxy is a web data AI company
developing and powering an IP based platform
for AI & BI Applications at scale

Secured $1.5 Million in a Private Placement

RAMAT GAN, ISRAEL, March 20, 2024 (GLOBE NEWSWIRE) --  XTL Biopharmaceuticals Ltd. (the “Company” or “XTL”) announced today that it has entered into a binding term sheet with THE SOCIAL PROXY Ltd., (the “Social Proxy”) a cutting edge web data company, developing and powering a unique ethical, IP based, proxy and data extraction platform for AI & BI Applications at scale (the “Term Sheet”).

Pursuant to the Term Sheet, the Company will acquire all of the issued and outstanding share capital of Social Proxy on a fully diluted basis (the “Transaction”) in exchange for the issuance by the Company to the shareholders of the Social Proxy, by way of a private placement, such number of ADS’s of the Company, representing immediately after such issuance, 44.6% of the issued and outstanding share capital of the Company and the payment of US$430,000 to the shareholders of the Social Proxy.

In addition, as part of the Transaction, the shareholders of Social Proxy will be issued additional warrants, which may only be exercised upon reaching certain financial measured milestones within a period of up to three (3) years from the closing of the Transaction.

The proposed Transaction is part of the Company’s strategy to expand its assets portfolio with high potential assets.

In order to support the Company’s financial needs and in order to complete the Transaction, the Company has secured a commitment of an investment at an amount of US$1,500,000 through a private placement to be consummated upon the closing of the Transaction (the “Private Placement”). In exchange for the investment in the Private Placement, the investors will be issued 1,500,000 units consisting of one ADS and one warrant, such warrant may be exercised during a period of five years from its issuance into one ADS at an exercise price of US$1.20 per warrant. The Investment is conditioned upon obtaining shareholders’ approval as Mr. Alexander Rabinovich, a 23.5% shareholder and a director of the Company, is one of the investors in this Private Placement.