AllStar Signs LOI to Acquire 25% of Metaverse Technology Company Advent Galaxy Inc.

MIAMI, FL / ACCESSWIRE / March 17, 2022 / AllStar Health Brands (OTC PINK:ALST) ("Allstar" or the "Company"), an emerging growth technology company, is pleased to announce the signing of a Letter of Intent (the "LOI") with Advent Galaxy Inc. ("Advent Galaxy"), a division of TGI SOLAR POWER GROUP Inc. (TSPG) ("TGI"), toward the planned purchase of 25% of all the issued and outstanding shares of Advent Galaxy.

"We are excited about this opportunity to expand into new technologies - including the metaverse and virtual and augmented reality - that stand to define a new era in how people interact with each other and with the economy," noted Pete Wanner, CEO of AllStar Health Brands. "Advent Galaxy has already made important strides in this arena, and we look forward to partnering with the Advent team and helping to build on that success."

Under the transaction, ALST will purchase 25% of all common shares of ADVENT GALAXY by issuing Preferred Series B shares of ALST priced @ $10.00 per share in an aggregate number equal to 1,500,000 and an aggregate purchase price of $15,000,000, which in turn makes value of Advent Galaxy Inc. $60MM. ALST will have a two years option to acquire additional $25% of Advent Galaxy for a period of Two Years for $20MM or $75MM enterprise valuation or simply stated Preferred Series B shares of ALST priced @ $10.00 per share in an aggregate number equal to 2,000,000 and an aggregate purchase price of $20,000,000.

Upon completion of the transaction, ALST shall assume some management and operational responsibilities. ALST may also close a non-brokered $5 million private placement post-closing, after final agreements are in place, with details to follow.

Advent Galaxy, a division of TGI, announced earlier this month that it has begun development work on its AR/VR ADVENT MEGA MALL metaverse project, which will feature a native NFT Gallery powered by ROOMFUL.net, an advanced 3D Multiverse platform for metaverses and alternative digital realities.

Wanner continued, "The ADVENT MEGA MALL has the potential to become a central virtual hub where people of all backgrounds and ages can meet and interact, and where commerce, entertainment, and culture can grow in new ways. It will also foster new ways of doing business, including virtual co-working spaces. The future is coming fast, and we are very excited to be a part of it, and to provide our shareholders with new and exciting avenues of value."

About Roomful Co
Roomful is a powerful and advanced 3D Multiverse, the platform for metaverses, the alternative digital realities, where people work, play, share content and socialize. Roomful Studio's ready-made 3D templates allow to create highly engaging interactive and memorable experiences for trade shows, virtual offices, Art Fairs, Science Fairs, Social Spaces, Interactive Classrooms, Virtual Museums. Roomful Co allows one to deploy your Expo for private social network of attendees.

About TGI Solar
TGI SOLAR POWER GROUP INC. a diversified technology and environmentally efficient real estate development company currently developing Advent City: 700 villas,120 garden apartments, shopping and entertainment centers in the Yucatan, Mexico announced today that it began to develop AR/VR ADVENT MEGA MALL metaverse, with a native NFT Gallery, powered by Roomful Co technology.

About AllStar Health Brands
AllStar Health Brands is an emerging growth technology company entering the new era of innovation and emerging technologies, including the Metaverse, Virtual Reality, and Augmented Reality. Currently ALST and has a number of distribution networks that involve sales of nutraceutical and other health equipment to various countries in the Western Hemisphere. Hospital equipment, health testing, PPE have dominated the Company's activities over the last 18 months. But in that time, the Company also formed contacts for supply and for sale, largely in the US and Canada, but also stretching into other Western Hemisphere countries. The ability to move PPE, testing supplies, and health equipment is now being enhanced with Nutraceutical products, which can be moved along the same distribution networks already established.

Safe Harbor Statement
Statements about the Company's future expectations and all other statements in this press release other than historical facts, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby.

The above information contains information relating to the Company that is based on the beliefs of the Company and/or its management, as well as assumptions made by any information currently available to the Company or its management. When used in this document, the words "anticipate," "estimate," "expect," "intend," "plans," "projects," and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or projected. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, the impact of competitive services and pricing and general economic risks and uncertainties.

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SOURCE: AllStar Health Brands Inc.