Hammer Technology Holdings (OTCPK:HMMR) agreed to acquire Telecom Financial Services Ltd. for $11 million on October 25, 2021. Pursuant to the Share Exchange Agreement, Hammer Technology will acquire 5,000,000 shares of common stock of TFS-LTD from the TFS shareholders and in exchange Hammer Technology shall issue to the TFS Shareholders 5,000,000 restricted shares of its common stock (the "HMMR Shares"). Following the Closing and subject to the determination of the EBITDA of TFS-LTD, an additional purchase price shall be paid by HMMR to TFS Shareholders in the event that the EBITDA of TFS-LTD equals or exceeds $10,000,000 for any one Fiscal Year.

The Additional Purchase Price shall be five million (5,000,000) additional shares of HMMR Common Stock and shall be paid one time. On the effective date of the Share Exchange, the total number of shares of Common Stock held by each stockholder in the stock of TFS-LTD will be converted into an equal number of shares of Common Stock of Hammer Technology. The transactions contemplated under this Share Exchange Agreement shall be non-dilutive to the shareholders of Hammer Technology as the shares of the Hammer Technology's common stock issued hereunder to the TFS Shareholders shall be issued out of prior reserved acquisition treasury stock of Hammer Technology.

As a result of the Share Exchange Agreement, TFS-LTD shall become a wholly owned subsidiary of Hammer Technology. As a result of the Share Exchange, Hammer Technology will change the name of TFS-LTD to HammerPay (USA) Ltd, effective upon approval by the Delaware Division of Corporations. The transaction is subject to regulatory approval.

As of October 25, 2021, Hammer Technology Board of Directors approved a share exchange agreement with Telecom Financial Services Limited.