VerifyMe and Open World Sign Letter of Intent for Strategic Merger

VerifyMe and Open World announced entry into a letter of intent to complete a strategic merger. Upon closing, the combined company is expected to be a publicly traded company on Nasdaq and is expected to trade under a new ticker symbol. The letter of intent contains an exclusivity period of 60 days during which the parties plan to complete due diligence and negotiate and execute a definitive merger agreement. It is expected that the merger agreement will contain customary closing conditions, including approval of the transaction by the boards of directors and securityholders of both companies, regulatory approvals and compliance with Nasdaq listing requirements. It is expected that the merger will result in Open World's shareholders owning approximately 90% of the combined company and VerifyMe's stockholders owning approximately 10% of the combined company. At closing, Open World will have the right to appoint and replace certain members of the board of directors of the combined company. VerifyMe is also expected to have the opportunity to pay a special one-time cash dividend to its stockholders prior to the merger equal to the amount of cash on its balance sheet prior to closing in excess of $1M. There can be no assurances that a merger agreement will be entered into by the parties, that a merger will be consummated by the parties, or that VerifyMe's board of directors will declare a special one-time cash dividend prior to closing the proposed transaction.