ATIF Holdings Limited (NASDAQ:ZBAI) (the "Company" or "ATIF") and Metra Group Limited, a Cayman Islands exempted company ("Metra Group"), today jointly announced that they have signed a non-binding letter of intent ("LOI"), pursuant to which ATIF proposes to acquire all equity interests of Metra Group, a company engaged in issuing verifiable physical gold backed digital coins and an unified gold coin supported financial, trading, payment, settlement and asset management ecosystem. 

The proposed transaction is structured as a share-for-share acquisition, whereby ATIF will issue its ordinary shares and options to the shareholders of Metra Group based on a valuation of ranging from $450 million to $550 million, or as otherwise agreed upon by the parties. ATIF will engage an independent and qualified advisor to provide a fairness analysis and report on the consideration to be paid to the shareholders of Metra Group in the proposed acquisition.