Moregain Pictures, Inc. (OTCPK:MGPC) (“Moregain”) entered into a share exchange and plan of merger to acquire Sceneries Entertainment Corp. from Philippe Diaz and Ali Yang (“sellers”) for $12.8 million on December 19, 2018. Under the terms of the agreement, Moregain will (i) cancel and return to treasury an aggregate 502,324 shares of the Moregain’s common stock held by Moregain Capital Group and (ii) issue 502,324 new restricted shares of its common stock to the sellers. In addition to the shares, Moregain shall pay an aggregate $2 million in cash to sellers, with $1 million payable within 6 months of closing and he remaining $1 million payable on or before one year anniversary of closing. Additionally, all shares issued pursuant to the agreement will be subject to one-year lock-up period with a 20-30% per year leak-out permitted thereafter through the five year anniversary of the closing which will restrict the ability of the sellers to transfer or sell the shares during that period. The shares issued shall be allocated as 49% to Ali Yand and 51% to Philippe Diaz. Further, concurrently with closing, Sceneries Entertainment shall merge with and into Moregain. Upon closing, Moregain will change its name and ticker to reflect the new business. Moregain will change its name to Cinema Libre Studio, Inc. Upon closing, Philippe Diaz and Ali Yang shall be appointed to serve as members of the Board of Directors of Moregain. Further, Philippe Diaz shall be appointed as President - Head of Production and Distribution and Ali Yang shall be appointed as President- Head of International Affairs, both serving at the direction of the Board of Directors of Moregain. The Board of Directors of MP shall consist of five members (subject to change) including Philippe Diaz and Ali Yang and three representatives of Moregain Capital Group with Jesse Weiner continuing to serve as Chairman of the Board of Directors. The closing is subject to approval of Moregain shareholders and Board, completion of an audit of Sceneries Entertainment. As of December 21, 2018, the transaction has been approved by the Board of Directors of Moregain Capital Group, Moregain and Sceneries Entertainment.