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Free Flow, Inc. (FFLO) Announces Agreement to Acquire Leading eSports Sim Racing and Media Platform GTR24H

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  • FFLO

GTR24H's global multi-platform growth strategy spans content, gaming, entertainment, and consumer products, including potential growth acquisitions

KING GEORGE, VA, Dec. 06, 2021 (GLOBE NEWSWIRE) -- Free Flow, Inc. (OTCQB: FFLO), with subsidiaries in the automotive and investment sectors, today announced a definitive acquisition agreement under which the Company would acquire all issued and outstanding common stock of GTR24h ApS (“GTR24H”), a leader in the simulation (“sim”) racing esports “Gaming-as-a-Service” (GaaS) market. Under terms of the agreement, GTR24H, a corporation organized and in good standing in Denmark, would become a wholly owned subsidiary of Free Flow, Inc.

The proposed business acquisition has been approved by the boards of directors of both GTR24H and Free Flow, Inc. and is expected to close in the first quarter of 2022, subject to an audit of the GTR24H financials and any applicable regulatory and stockholder approvals.

Through the proposed business acquisition, GTR24H is positioned to become one of the leading European eSports media and sim racing events companies with distribution channels to MotorVision TV, ESTV and in 2022, to EuroSport TV to become part of a U.S. publicly traded company.

GTR24H is at the forefront of the global creator economy -- an industry centered around innovative digital content development fueled by social media influencers, creators and businesses who monetize their content online. With a leading digital content platform created for and by Gen Z and millennials, GTR24H is in the process to establish a highly engaged, loyal global fan base of millions across its combined television networks, mobile apps, and social platforms that rivals established sim racing and eSports leagues, numbers that rival traditional sports leagues.

GTR24H is the next generation of metaverse entertainment for the next generation.

GTR24H produces premium eSports and sim racing events content, merchandise, and consumer products and creates advertising and sponsorship programs for leading technology and eSports-ready advertisers. With a global prospective audience reach over 400 million through distribution partners and networks, which include MotorVision TV and in 2022 EuroSport TV, GTR24H is positioned as the first eSports media broadcasting and commentary platform and sim racing events platform to unlock key relationships with a coveted demographic among millennials and Generation Z influencers across the metaverse, groups that have long proven difficult to reach for traditional media companies and advertisers.

With funding from the proposed business acquisition, GTR24H plans to further diversify its revenue streams with user monetization, expansion of its global footprint, and investment in new growth opportunities across the creator economy and emerging technologies in addition to a robust acquisition strategy that will only strengthen its flywheel model.

Upon closing, the GTR24H will continue being led by its CEO, Jon Fabricus Turell, his advisors, and several FFLO insiders and related advisors.

Mr. Sabir Saleem, Chief Executive Officer of Free Flow Inc., commented, "The business acquisition of GTR24H represents a tremendous opportunity to invest in the future of eSports broadcast media and sim racing media event entertainment. With unmatched social media reach and Gen Z engagement, and the opportunity to meaningfully expand its global multi-platform presence across content, gaming, entertainment, consumer products and the metaverse, we believe GTR24H has the potential to create significant value for Free Flow, Inc. We are excited to have Jon Turell, as CEO of GTR24H, and his advisory team at Alpha Deal Group, led by Ian Roberts, join our leadership team. FFLO has surrounded itself with an exceptional team and advisors, and we look forward to much success in our enterprise together.”

Jon Fabricus Turell said, "We are thrilled to announce this important milestone of GTR24H's plans to enter the public market. In our short history, we have evolved from a disruptive content generator to one of the world's most decorated and successful esports franchises, and now into one of the younger generation’s most recognized and followed brands globally. We believe GTR24H is becoming the leader of next generation sim racing media and entertainment, gaming, entertainment and lifestyle in the digital-native world. This transaction will provide us capital and access to the public markets, which will help us accelerate the expansion of our multi-platform and monetization strategy. We are so grateful to our team, our advisors and the millions of loyal fans who have helped us take GTR24H to the next level. We also look forward to working with Sabir Saleem and the FFLO board and advisors to make FFLO a highly valued asset.”

An investor presentation with more detailed information will be added to the Company’s website, and a Current Report on Form 8-K regarding the agreement will be filed with the SEC in the coming days.

More information about the Company can be viewed at www.FreeFlowPLC.com. To view the Company’s Offering Memorandum, please visit http://www.freeflowplc.com/offering-memorandum/.

ABOUT FREE FLOW, INC.

Free Flow, Inc., traded under the stock ticker symbol “FFLO”, is a Delaware company that creates and acquires operating subsidiaries with the goal of manufacturing and selling products and services. Through its current subsidiaries – Accurate Auto Parts, Inc., FFLO – Inside Auto Parts, Inc.; Motor & Metals, Inc., and Citi Autos, Corp. – the Company provides OEM (Original Equipment Manufacturer) recycled auto parts and supplies from a warehousing and shipping facility on its 19-plus acre facility in King George, Virginia, and 16 acres in Mineral, VA, USA Every year, approximately eleven million cars are scrapped and end up in salvage yards for reprocessing. FFLO helps to reduce the carbon footprint involved in the production of new parts and steel products through the sales of recycled auto parts and supplies.

ABOUT GTR24H

GTR24H is a digital-native lifestyle and media platform rooted in gaming and youth culture, reimagining traditional entertainment for the next generation. Founded in 2007 by IT professionals and sim racing enthusiasts, GTR24H was created for eSports sim racing enthusiasts and the fandom metaverse, and today operates EEWC (Endurance eRacing World Championship Series) that creates more unique high entertainment content, tier-one brand partnerships, a collective of sim racing professionals and aspiring professionals, and the fands and fandom of the eSports metaverse. Reaching over 400 million across tv networks, streaming apps and social platforms globally, GTR24H delivers a wide variety of entertainment and live streams of highly competitive sim racing series. GTR24H's leadership in the evolution of sim racing eSports content creation and branded entertainment reflects a deep history dating back over a decade before eSports and sim racing were pop culture words.

ABOUT ALPHA DEAL GROUP LIMITED
Alpha Deal Group Limited is a management consultancy group and buyside technology platform that focuses on unique idea generation in frontier and emerging market opportunities where valuation disparities may exist.

Forward- Looking Statements

The information in this press release includes "forward-looking statements" pursuant to the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in this press release, regarding the proposed Business Acquisition, the ability of the parties to consummate the proposed Business Acquisition, the benefits and timing of the proposed Business Acquisition, as well as the combined company's strategy, future operations and financial performance, estimated financial position, estimated revenues and losses, projections of market opportunity and market share, projected costs, prospects, plans and objectives of management are forward-looking statements. These forward- looking statements generally are identified by the words "budget," "could," "forecast," "future," "might," "outlook," "plan," "possible," "potential," "predict," "project," "seem," "seek," "strive," "would," "should," "may," "believe," "intend," "expects," "will," "projected," "continue," "increase," and/or similar expressions that concern FFLO’s or GTR24H's strategy, plans or intentions, but the absence of these words does not mean that a statement is not forward-looking. Such statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on the management of FFLO’s and GTR24H's belief or interpretation of information currently available.

These forward-looking statements are based on various assumptions, whether or not identified herein, and on the current expectations of FFLO’s and GTR24H's management and are not predictions of actual performance. Because forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions, whether or not identified in this press release, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many factors could cause actual results and condition (financial or otherwise) to differ materially from those indicated in the forward-looking statements, including but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the proposed Business Acquisition; (2) the outcome of any legal proceedings or other disputes that may be instituted against FFLO, GTR24H, the combined company or others; (3) the inability to complete the proposed Business Acquisition due to the failure to obtain approval of the stockholders of FFLO, to satisfy the minimum cash condition following redemptions by FFLO’s public stockholders, to obtain certain governmental and regulatory approvals or to satisfy other conditions to closing; (4) changes to the proposed structure of the proposed Business Acquisition that may be required or appropriate as a result of applicable laws or regulations, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Acquisition; (5) the ability to meet stock exchange listing standards following the consummation of the proposed Business Acquisition; (6) the risk that the proposed Business Acquisition disrupts current plans and operations of FFLO or GTR24H as a result of the announcement and consummation of the proposed Business Acquisition; (7) the ability to recognize the anticipated benefits of the proposed Business Acquisition, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management, key employees and talents; (8) costs related to the proposed Business Acquisition; (9) changes in applicable laws or regulations, including changes in domestic and foreign business, market, financial, political, and legal conditions; (10) the possibility that FFLO, GTR24H or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID 19 on FFLO’s or GTR24H's business and/or the ability of the parties to complete the proposed Business Acquisition; (12) the inability to complete the PIPE investments in connection with the proposed Business Acquisition; and (13) other risks and uncertainties set forth in FFLO’s Form S-1 and in subsequent filings with the SEC, including the Proxy Statement/Prospectus relating to the proposed Business Acquisition. These forward- looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of FFLO and GTR24H. Forward-looking statements speak only as of the date they are made. While GTR24H and FFLO may elect to update these forward-looking statements at some point in the future, GTR24H and FFLO specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing GTR24H's and FFLO’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

CONTACT: Sabir Saleem Free Flow, Inc. 703-789-3344


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