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

SCOTTSDALE, Ariz., March 07, 2018 -- TimefireVR, Inc. (OTCQB:TFVR) (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
[email protected] 
www.KCSA.com