Evolution AI Corporation Strengthens Offer to Purchase Pulse Evolution shares for $1.10 per Share; Announces Public Information Conference Call

HOBE SOUND, Fla., May 24, 2018 /PRNewswire/ -- Evolution AI Corporation today reiterated its offer to purchase unrestricted, 'public float' shares in Pulse Evolution Corporation (OTC:PLFX), at $1.10 per share, in registered and freely marketable share consideration or, subject to market conditions and the triggering of certain seller 'make-whole' provisions, $1.10 per share in cash.  The Company has also scheduled a public conference call to more fully discuss the Offer, certain improved terms, related procedures and accredited investor certification requirements.

Evolution AI Corporation Information Call
Tuesday, 2:00pm EST, May 29, 2018

Register in advance for this meeting:
https://zoom.us/meeting/register/fb4b6afa6837888934538d7d4481ef37 
After registering, you will receive a confirmation email containing information about joining the meeting.

Regarding today's announcement, Evolution AI Chairman John Textor commented, "We are pleased by the large number of Pulse shareholders who have chosen to enter into share exchange and sale agreements based on our prior offers. To date, we have acquired 2.2 million unrestricted shares at $1.10 per share, through Share Exchange transactions, with an additional 3.8 million shares in the final stages of documentation.  A small number of respondents indicated a preference for a previously offered $0.83 per share cash purchase transaction, resulting in agreements to acquire an additional 0.5 million shares. That said, the effort to acquire public shares has been slower than expected as a large number of interested shareholders require a better understanding of the timing and terms of the Offer, even the requirements of accredited investor certification. It's clear that further clarification of these issues, and a public conference call, would likely result in even greater adoption by Pulse shareholders."

For purposes of clarification, the following is an excerpt Section 4.01 of the relevant Share Exchange Agreement, outlining the specific mechanism established to deliver the Target Valuation of $1.10 per Pulse share, in liquid securities or cash, as well as a reiteration of our offer to finance a redemption of shares for $0.83 per share in cash:

1. Section 4.01: Protective Considerations for Participating Pulse ("PEC") Shareholders. Notwithstanding the initial share exchange ratio, described in section 3.01 above, in the event the 10-day average market value of Company shares, at the later of (i) a date which is 60 days after the date of effectiveness of the Company's first registration statement filed with the SEC, or (ii) 30 days after the commencement of trading of the Company's shares (the "Measurement Date"), is not sufficient to result in a valuation of the Exchange Shares which is equal to the number of PEC Shares multiplied by $1.10 per share, the Target Valuation, the Company shall issue additional shares proportionally to the PEC Shareholders, in an amount up to Two Hundred percent (200%) of the initial share issuance (the "Additional Shares"), as necessary to deliver the Target Valuation of the Exchange Transaction.  In such event, if the issuance of the Additional Shares is still not sufficient to deliver the Target Valuation, then any or all PEC Shareholders may elect to either unwind the Exchange Transaction or, require such consideration to be paid by the Company in cash, such PEC Shareholder election to be provided to the Company by written notice. Upon receipt of such notice by the PEC Shareholder, the Company may elect to pay such consideration in Cash or by the issuance of an amount of additional shares as necessary to deliver the Target Valuation.
   
   
2. Direct Cash Option: Evolution AI reiterates its offer to provide financing to Pulse Evolution Corporation to redeem, or purchase, common shares of PLFX, for $0.83 per share in cash, contemporaneous with the exchange of shares described above, from shareholders who at no time have been affiliates of Pulse, or its predecessor shell company, or who otherwise may be unqualified to participate in the Share Exchange;
   
   
3. Conditions:  The Share Exchange transactions described in Paragraph 1 above are subject to conditions contained in the definitive Share Exchange Agreement, dated January 29, 2018.  The Cash Option described in Paragraph 2 above is subject to those same conditions, and additional conditions, such as the agreement of Pulse Evolution to enter into the financing and redemption transactions contemplated hereby.

Evolution AI Corporation also provided today an update relating to a prior offer to purchase restricted shares in a transaction value at $0.62 per share.  Pulse Acquisition Corporation ("PAC"), which was created to consolidate the restricted shares of parties that responded favorably to the Company's October 2017 offer, has recently announced its acquisition of 72.3 million shares, or approximately 35% ownership of Pulse.  Evolution AI believes that additional parties, holding approximately 78 million common restricted shares of Pulse in the aggregate, will also complete the documentation necessary to participate in the Share Exchange transaction, resulting in a consolidation of a majority interest in Pulse.

The Company will respond to questions which are submitted in advance of the Shareholder Information Call to the Company's email address, [email protected]

About Evolution AI Corporation

Evolution AI Corporation is a development stage company focused on the adaptation and development of human animation technology to enable diverse Artificial Intelligence platforms to interact with consumers in the relatable form of a human face. Founded by Mr. John Textor, an established and globally recognized pioneer in the field of hyper-realistic human animation, Evolution AI intends to develop a robust library of fully functional human faces, and human characters, that will allow people to communicate with leading artificial intelligence platforms, just as they would expect to communicate with another human being. 

Evolution AI, which is also a licensee of Pulse Evolution technology, recently acquired a robust portfolio of technology, acquired from the legendary visual effects company Digital Domain, representing substantially all of the technology developed in connection with launch and operation of Digital Domain's Florida animation studio.  With the benefit of both the Digital Domain animation and studio technology portfolio, and the market leading human animation technology licensed from Pulse Evolution Corporation, Evolution AI is uniquely positioned to be a true pioneer in the globally significant industry that emerging through the deployment of artificially intelligent digital humans in society, commerce and education.

Pulse Evolution Corporation Disclaimer:

IMPORTANT:  The above offer has not been evaluated or endorsed by Pulse Evolution Corporation. In a meeting of the board of directors of Pulse Evolution Corporation, on November 17, 2017, the board noted receipt of the original offer dated October 31, 2017 by Evolution AI Corporation and, as such offer was made directly to the company's accredited investors, the board of Pulse resolved not to make a recommendation for or against the offer at that time.  The above press release and revised offer is being provided to the shareholders of Pulse Evolution Corporation through the OTC News and Disclosure Service strictly for the purposes of disclosure and, as such, should not be considered an endorsement by Pulse of the offer or the contents therein.

Contact:
Pulse Evolution Corp
[email protected]
772-545-9050

SOURCE Evolution AI