C01603-2015

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Mar 30, 2015
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219-934-330
4. Exact name of issuer as specified in its charter
XURPAS INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7F Cambridge Centre, 108 Tordesillas St., Salcedo Village, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 889-6426
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 1,720,000,660
11. Indicate the item numbers reported herein
Item 2

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Xurpas Inc.X

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of a 31.52% stake in MatchMe Pte. Ltd. ("MatchMe")
Background/Description of the Disclosure

Xurpas ("X") acquires 1,000,000 shares equivalent to a 31.52% stake in MatchMe for US$1.4 Million or Php61.6 Million (at Php44 = US$1). The acquisition of MatchMe, an international game development company based in Singapore, will allow X to significantly expand its product offerings with cutting edge multiplayer games optimized for mobile devices.
Date of Approval by
Board of Directors		 Mar 30, 2015
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

MatchMe introduced a cutting-edge technology in mobile games with its real-time, multiplayer, online games platform. The innovation allows two people to play a game against each other, even if they are using two different brands of phones, on two different telecommunication networks ("telcos"), in two different countries. Such technology is yet to be widely introduced in mobile games and applications in the Philippines, which X wants to take a lead on.

The Agreement also gives X the following rights:
1. the license and right to use, integrate, utilize, publish, distribute, market and promote all MatchMe tournament formats;
2. the exclusive use of the MatchMe tournament platforms in the Philippines, Indonesia and Thailand;
3. guaranteed to one board seat in the Board of Directors of MatchMe.
4. veto rights on certain transactions;
5. tag-along rights to any shareholder who will sell his/her shares; and
6. liquidation preferences where other shareholders agree to defer their rights to repaid upon liquidation of MatchMe until X has been repaid in full.

Casual Games is one of X’s biggest growth drivers. MatchMe will give Xurpas an entire line of unique game-playing experiences to offer to telcos and to consumers in the Philippines, the rest of Southeast Asia and worldwide.
Details of the acquisition or disposition
Date Mar 30, 2015
Manner

The first closing will occur upon the execution of the BInding Term Sheet, wherein X will remit 50% of the investment. The second closing will occur upon the execution of the comprehensive definitive agreements regarding the investment, after which X will remit the remaining 50% of the investment.
Description of the company to be acquired or sold

MatchMe was incorporated in Singapore in July 14, 2014, with principal office at 81 Clemenceau Avenue, #04-15/16, Singapore 239917. It is engaged in the development, licensing and operation of a web and movie based, skill-gaming real-time, multiplayer, online games platform, which is open to 3rd party game content integration, allowing customers to enter into tournaments to play their favorite games, competing for virtual currency, prizes or cash and any other activity that may reasonably be related thereto.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 1,000,000
Percentage to the total outstanding shares of the company subject of the transaction 31.52
Price per share US$1.4
Nature and amount of consideration given or received

Cash
Principle followed in determining the amount of consideration

Fair market value of the shares during the post-seed investment round
Terms of payment

Two equal installments
Conditions precedent to closing of the transaction, if any

Execution of the comprehensive definitive agreements regarding the investment
Any other salient terms

X shall also have the following rights:
1. Veto rights in the following transactions:
a. Any change in the capital structure of the Company;
b. Any alteration to the Company's Articles of Association;
c. The voluntary winding-up of the Company;
d. Any proposal for the reconstruction, consolidation or reorganisation of the Company;
e. Any change in the number of Directors comprising the Board.

2. Tag-along rights to any shareholder who will sell his/her shares;
3. Liquidation preferences such that other shareholders agree to defer and/or waive their rights to be repaid upon a liquidation of the Company until X has been repaid in full.
Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
MatchMe Pte. Ltd. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

The technological innovation of MatchMe in game development and publishing, the exclusive rights granted to X for the use of MatchMe's tournament formats in the Philippines, Indonesia and Thailand, and the right to participate in the management of MatchMe are seen to boost X's business expansion in Southeast Asia and to strengthen its competitive edge locally by expanding its product portfolio.
Other Relevant Information

X's book value is P1,490.56 million or P0.87 per share based on its 2014 Audited Financial Statement.

MatchMe is the fourth company where X made substantial investments since its successful IPO on December 2, 2014.
Filed on behalf by:
Name Mark Gorriceta
Designation Assistant Chief Information Officer