Talenthouse AG: Agreement regarding reverse merger transaction

Baar (pta019/07.09.2023/21:30 UTC+2)

Talenthouse AG ("Talenthouse" or "Company") has signed today an agreement with ATIS Advanced Technologies International Solution Holding S.à.r.l., Luxembourg ("ATIS"), a company of the AFK family office of Ajay Kumar. The agreement concerns the acquisition of a controlling stake in a group of companies active in the entertainment business ("Target"), owned by ATIS, by way of a share exchange.

The transaction contemplated in the agreement involves an issuance of new shares by Talenthouse to ATIS in exchange for the contribution in kind by ATIS to Talenthouse of its shares in the Target (so-called "Reverse Merger" or "Reverse Takeover"). In view of the respective valuations of Talenthouse and the Target, which will be finalized in due course, the Transaction will presumably result in a considerable dilution of the existing shareholders of Talenthouse. They would however also be shareholders of a presumably much more valuable business upon implementation of the Transaction. The Transaction is part of the necessary restructuring measures, in addition to, in particular, conversions of debt into equity and contemplated disposals of certain assets by the Company.

The implementation of the Transaction is subject to various conditions, including the finalization of the valuations, the disposal of certain assets, a successful appeal against the delisting decision of the Regulatory Board of SIX Exchange Regulation AG ("Delisting Decision"), a successful completion of further restructuring measures, the approval of the Transaction by the shareholders of Talenthouse and the completion of further legal, administrative and regulatory steps.

With respect to the Delisting Decision, the Company filed on Monday, 4 September 2023, the appeal to the Appeals Board of SIX Swiss Exchange Ltd. announced already.

Talenthouse asks all shareholders, creditors and other stakeholders to support the planned restructuring measures. The threat of bankruptcy remains – despite the agreement concerning the Transaction – imminent, which would in the view of the Company be the worst-case scenario for all parties.

About Talenthouse AG

Talenthouse AG is a technology platform and services company that brings brands and a global network of creatives together to make innovative content that engages, inspires, and drives action. Talenthouse is leading a structural shift in the way that creative content is produced, employing a platform business model to source content at the scale and quality required to keep pace with consumer demand in the digital age. In doing so, it also opens up opportunities for a much larger pool of creative talent. While most industries are in recession, the global creator economy, a $2.8 trillion market, is still growing.

TalentPlus is Talenthouse AG's financial services vertical, providing creators with financial services solutions to support their creative endeavours. The company is registered in Switzerland and operationally headquartered in London. For more information visit: www.business.talenthouse.com

Stock exchange listing: SIX Swiss Exchange (www.six-swiss-exchange.com)

Ticker symbol: THAG (CH)

Security number: 1 081 986

ISIN: CH0010819867

Contact: Talenthouse AG, Zugerstrasse 8a, CH-6340 Baar, Switzerland

Talenthouse contacts:

Investor Relations:

Email: Michael Wachsler michael.wachsler@yahoo.com

Disclaimer

This media release serves informational purposes and constitutes neither an offer to sell nor a solicitation or an advertisement to buy any shares of Talenthouse AG in any jurisdiction. This media release does not constitute a prospectus within the meaning of Article 35 et seq. of the Swiss Federal Act on Financial Services. In addition, investors should seek advice from their bank or their financial adviser.

This media release contains forward-looking statements such as projections, forecasts, and estimates. Such forward-looking statements are subject to certain risks and uncertainties which may cause actual results, performance, or events to differ materially from those anticipated in this media release. Readers should therefore not rely on these forward-looking statements. The forward-looking statements contained in this media release are based on the views and assumptions of Talenthouse AG as of this date and Talenthouse AG does not assume any obligation to update or revise this media release.

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Emitter:	Talenthouse AG Zugerstrasse 8a 6340 Baar Switzerland
Contact Person:	Michael Wachsler
Phone:	+41 43 344 38 38
E-Mail:	michael.wachsler@yahoo.com
Website:	www.business.talenthouse.com
ISIN(s):	CH0010819867 (Share)
Stock Exchange(s):	SIX Swiss Exchange