Item
2.01 Completion of Acquisition or Disposition of Assets
Life
Clips Inc. (the “Company”) has closed its acquisition of Belfrics Holdings Limited and its related entities (collectively
“Belfrics”) operating cryptocurrency exchanges and blockchain development services in Asia and Africa. The entities
acquired are:
Belfrics
Global PTE Ltd., a Singapore corporation
Belfrics
BT Pvt Ltd, an India corporation
Belfrics
Cryptex Pvt Ltd, an India corporation
Belfrics
Tanzania Ltd, a Tanzania corporation
Belfrics
Nigeria Pvt Ltd, a Nigeria corporation
Belfrics
BT SDN BHD, a Malaysia corporation
Belfrics
Holding Limited, a Malaysia corporation
Belfrics
Academy SDN BHD, a Malaysia corporation
Belfrics
International Ltd, a Malaysia corporation
Belfrics
Europe SL, a Spain corporation
Belfrics
Kenya Pvt. Ltd, a Kenya corporation
Incrypts
SDN BHD, a Malaysia corporation
Belfrics
Malaysia SDN BHD
Pursuant
to the definitive agreement previously executed between Belfrics and the Company, the Company issuing the Belfrics shareholders a new
class of preferred stock with an initial issuance price of $20,000,000 (Twenty Million Dollars) in the aggregate. The Belfrics shareholders
can earn up to an additional $15,000,000 (Fifteen Million Dollars) by reaching certain milestones. This description of the terms of the
agreement is qualified in its entirety to the Acquisition Agreement between the parties filed as an exhibit to the Current Report on
Form 8-K filed on July 15.
Founded
in 2014, the Belfrics digital exchange platform, which was fully developed in-house, is one of the most compliant platforms in the cryptocurrency
industry. Supported by the proprietary technology of Belrium Blockchain KYC solution, the KYC (“Know Your Customer”) and
AML (“Anti-Money Laundering”) process of Belfrics Exchange is well accepted compliance solution. With 10 operational offices
in 8 countries, Belfrics provides localized and personalized support to digital currency traders. Through its Blockchain Academy, Belfrics
provides continuous training to traders, developers and blockchain enthusiasts in more than 20 countries. Belfrics is licensed and regulated
by the Labuan Financial Services Authority (LFSA) in Malaysia.
The
financial statements required by this item will be filed by amendment to this Form 8-K.