TimefireVR Signs Letter of Intent with Cryptocurrency Terminal, Cryptogram, LLC

TimefireVR Signs Letter of Intent with Cryptocurrency Terminal, Cryptogram, LLC and Enters into Material Definitive Financing Agreement with Institutional Investors

SCOTTSDALE, AZ — (Marketwired – March 7, 2018) – TimefireVR, Inc. (OTCQBTFVR) (the “Company”), d/b/a TeraForge, today announced the signing of a letter of intent (‘LOI’) to make a strategic investment and acquire a license in cryptocurrency data analytics, portfolio management, trading platform, and information sharing terminal, Cryptogram, LLC. The Company has also entered into a material definitive financing agreement in the principal amount of $1,052,632 with institutional investors. The gross proceeds of the transaction will be used for strategic investments and general working capital.

Cryptogram is a financial terminal focused on offering the cryptocurrency community access to data analytics, portfolio management, trading and facilitating the sharing of research and communication through a social network. Phase I of the Cryptogram terminal has been completed. The use of proceeds from this investment will be to expand Phase II and III, which will layer onto the platform social networking services as well as exchange and wallet capabilities. As part of the LOI, TeraForge will acquire a 10% equity interest in Cryptogram, LLC with a right of participation in subsequent issuances of equity as well as a warrant to purchase up to an additional 30% equity interest. Additionally, TeraForge will enter into a 10- year license agreement to market the product under the TeraForge branding in conjunction with other portfolio offerings.

“After extensive due diligence and strategic evaluation of several investment opportunities, we are pleased to update our shareholders on the signing of our LOI with Cryptogram. This agreement falls in line with our shift in corporate focus towards strategic investments in both cryptocurrency and cryptyocurrency support-related acquisitions , and of blockchain technologies,” stated Jonathan Read, Chief Executive Officer of TeraForge. “The rapid interest in cryptocurrency has unveiled many opportunities that my team and I have methodically evaluated. After passing on many, we strongly believe in the vision of the Cryptogram team and the market need for an all-in-one terminal that the engineers at Cryptogram have built. We believe that the data driven from the system and the strength of their team will provide us a strong advantage in evaluating future investment opportunities in the space.”

Private Placement Offering in Principal Amount of $1,052,632:

On March 6, 2018, the Company closed on a private placement offering with institutional investors pursuant to which the Company issued and sold Senior Secured Convertible Notes (the “Notes”) to the Investors in the aggregate principal amount of $1,052,632 with an original issue discount of 5%, and received gross proceeds of $1,000,000. The Notes mature on April 15, 2019 (the “Maturity Date”) and bear interest at 8% per annum. The notes are secured by a lien on all of the assets of the Company.

In addition, at the same time the Investors agreed to extend the due date of other Convertible Notes to April 15, 2019. The extended Convertible Notes consisted of $70,000 of Convertible Notes sold in October 2017, and $703,947 of Convertible Notes sold in December 2017, all of which were past due.

For more information regarding this Material Definitive Agreement please refer to the Company’s FORM 8-K.

Mr. Jonathan Read commented, “With the additional working capital, we will continue to explore further investment in the cryptocurrency and blockchain space, similar to the investments we have already made in etherum and now upon closing in Cryptogram. I want to thank our investors for believing in our vision and business strategy within this bourgeoning industry.”

Name Change to TeraForge Ventures Inc.:

The Company is in the process of changing its name to TeraForge Ventures Inc. and in the interim is doing business as (d/b/a) TeraForge. The Company has filed a preliminary Proxy Statement with the Securities and Exchange Commission with respect to a shareholders meeting.

About TimefireVR Inc., d/b/a TeraForge
TimefireVR Inc., d/b/a TeraForge, is an Arizona based technology company focused on strategic investments in blockchain and cryptocurrency technologies. TeraForge is forging financial and technical innovation for blockchain enterprises through investments in tools, systems, and applications that will provide support for the blockchain and digital currency industries. TeraForge is actively seeking to acquire exciting young companies as well as pure technology teams in a variety of blockchain related fields. For more information please visit www.teraforge.com.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding our expectation that we will close the Cryptogram transactions and likelihood of continued investments in cryptocurrency and potential investments in blockchain technology businesses. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved, Important factors that could cause actual results to differ from those in the forward-looking statements include the Company’s need for capital, the future condition of the capital markets in general and the market for microcap securities, regulatory and other developments in the markets for cryptocurrency including substantial price declines, intense competition for acquisition of blockchain technology companies which may affect the purchase price and difficulties in negotiating and closing any potential acquisition including the absence of audited financial statements… Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Investor Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
212.896.1254
Valter@KCSA.com
www.KCSA.com

 

TimeFireVR Shifts Corporate Focus

TimeFireVR Shifts Corporate Focus Towards Strategic Investments in Blockchain Technology and Potential Related Acquisitions

SCOTTSDALE, AZ — (Marketwired – January 4, 2018) – TimefireVR, Inc. (OTCQBTFVR) (the “Company”) today announced shifting its corporate focus towards the strategic investments in crypto currency and potential acquisitions of blockchain technology businesses. As part of the shift in strategic direction, the Company has sold its virtual reality assets and appointed Mr. Jonathan Read to serve as Chief Executive Officer, Secretary, and Treasurer of the Company. Mr. Read has been a director of the Company since August 18, 2017. Since July 14, 2017, Mr. Read has served as a director of BTCS Inc. (OTC Pink: BTCS), a blockchain technology focused company.

“Blockchain technology and its application of crypto currencies is an amazing enabling technology paradigm that will have a profound and disruptive impact on a host of industries,” stated Jonathan Read, Chief Executive Officer of TimeFireVR. “I am incredibly proud of our accomplishments in virtual reality; however, the Board of Directors made a strategic decision, in the best interest of our shareholders, to leverage my experience in blockchain technology where I serve as a director of BTCS Inc. (OTC Pink: BTCS), our strategic business vision and our ability to access the capital markets immediately.”

The Company is already in discussions to evaluate specific opportunities involving blockchain technology, decentralized digital ledgers that record and enable secure peer-to-peer transactions without third party intermediaries secured by miners that use powerful computer networks to secure and verify every transaction. The Company has made initial investments in the space and is actively pursuing additional investments in crypto currency as well as one or more acquistions of blockchain technology companies.

Initially, the Company will be focused on Ethereum, a leading blockchain platform for Decentralized Applications (“DApps”), which are applications that run on a peer-to-peer network of computers instead of on one single computer or server. DApps allow developers to write smart contracts and decentralized applications where the developer chooses its own rules for ownership, transaction formats and transition functions. Multiple types of DApps are now being created by others across multiple categories, including finance, governance, community, legal, health, education and gaming.

Concurrent with this announcement, the Company announces the sale of its virtual reality assets, primarily the social media/education platform and virtual world known as “Hypatia” to a group of investors including its original founders, John Wise and Jeffrey Rassas. Consistent with this sale, the company expects to change its name following board of directors and shareholder approval.

Mr. Read concluded, “We are extremely proud of the extraordinary products produced in our VR endeavors. We wish Mr. Rassas and his team great success and continued leadership in their field.”

About TimefireVR Inc.
TimefireVR Inc. is an Arizona based technology company now focused on strategic investments in blockchain technology solutions. Previously, the Company developed virtual reality content, tools, and services.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding our continued investments in crypto currency and potential investments in blockchain technology businesses. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved, Important factors that could cause actual results to differ from those in the forward-looking statements include the Company’s need for capital, the future condition of the capital markets in general and the market for microcap securities, regulatory and other developments in the markets for crypto currency including substantial price declines, intense competition for acquisition of blockchain technology companies which may affect the purchase price and difficulties in negotiating and closing any potential acquisition including the absence of audited financial statements.. Further information on our risk factors is contained in our filings with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2016. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Investor Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
212.896.1254
Valter@KCSA.com
www.KCSA.com

TeraForge Launches New Website

TeraForge is proud to announce they have launched the first phase of their new website. This is just the initial launch and they will be continuing to update and expand the website over the next few weeks. Please check back soon to see the fully built out version of the website.