2022-09-09 | TSXV:POPR | Press Launch

/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

Ubiquity, a rising and money move constructive person acquisition and advertising know-how firm, provides important monetary scale whereas deepening PopReach’s portfolio of companies throughout the digital media ecosystem

TORONTO, Sept. 9, 2022 /CNW/ – PopReach Company (“PopReach” or the “Firm“) (TSXV: POPR) (OTCQX: POPRF) is happy to announce that it has acquired 100% of the membership pursuits of Ubiquity Company LLC (“Ubiquity“), a person acquisition and advertising know-how enterprise principally based mostly in Boca Raton, Florida (the “Transaction“) pursuant to the phrases of a definitive transaction settlement entered into on the date hereof (the “Transaction Settlement“). Primarily based on the September 8, 2022 closing value of PopReach widespread shares of C$0.34 (the “Closing Value“), and a C$:US$ trade price of 1.3116, the indicative combination buy value for the Transaction is roughly US$44.3M. Pursuant to the Transaction Settlement, the mixture consideration is comprised of US$18.7M in money, the issuance of 41,000,000 PopReach widespread shares (the “Preliminary Consideration Shares“), the issuance of a convertible debenture within the combination principal quantity of US$13.75M (the “Debenture“), and the belief of US$1.25M of current liabilities on Ubiquity’s steadiness sheet (the “Assumed Liabilities“).

Transaction Highlights

• Robust monetary efficiency1: Ubiquity will considerably enhance PopReach’s monetary scale, having generated US$51M in gross income, US$4.6M in web earnings, and US$5.8M in Adjusted EBITDA2, for the 12 months ended June 30, 2022
• Expanded choices throughout the digital ecosystem: Ubiquity’s companies prolong PopReach’s vertical integration of digital media know-how and companies together with person acquisition, efficiency advertising, omnichannel site visitors distribution, full stack know-how growth, enterprise intelligence, and information insights choices
• Huge information reservoir: Ubiquity extensively leverages information in a privateness compliant method throughout its linked platforms, working with 10,000+ publishers worldwide and a number of other hundred million opted in subscribers throughout a number of digital channels in addition to membership websites and portals, driving over 2 billion information insights by means of its enterprise intelligence platform
• Enticing synergies: Ubiquity’s property complement PopReach’s present portfolio permitting for shared information, improved pricing alternatives, salesforce leverage, cross-selling alternatives, and administrative efficiencies

Administration Commentary

“With deep capabilities in digital person acquisition and site visitors distribution which are grounded in know-how and information analytics, this acquisition ticks all of the bins in advancing our imaginative and prescient of constructing a walled backyard of services and products to raised join companies to focus on audiences,” mentioned Jon Walsh, CEO of PopReach. “The Ubiquity staff has assembled a set of companies that aligns strongly with our cultural values, with a disciplined strategy that balances sturdy natural progress with wholesome constructive money move contribution.”

Added Ted Hastings, Govt Chairman of PopReach “This acquisition is a robust demonstration of the standard, measurement and construction of transaction we at the moment are executing below the brand new Popreach platform. We have been capable of full this deal at an accretive a number of whereas deploying a balanced allocation of money, debt, and shares. We intend to copy this construction throughout this difficult cycle within the public markets because it permits us to execute on our acquisition technique with out requiring an fairness increase. We’ll proceed to be aggressive however disciplined as we construct an organization of economic and strategic relevance together with natural high line progress, significant EBITDA, and corresponding free money move.”

About Ubiquity

Based in 2006 and based mostly in Florida, with an workplace in Amsterdam, Netherlands, Ubiquity is a digital media consortium that operates a number of companies, together with:

• A digital company and efficiency advertising community that develops efficiency pushed campaigns, working with hundreds of publishers worldwide in addition to by means of Ubiquity’s inner distribution community
• A direct to shopper omnichannel advertising firm with over 140 million subscribers including over 140,000 opt-ins per day
• A full stack growth and SaaS platform to assist supply, on-line engagement and analytics for SMS and e-mail campaigns. Ubiquity’s Enterprise Intelligence database homes over 2 billion buyer insights used to drive improved efficiency
• A knowledge pushed efficiency advertising firm targeted on person acquisition for membership websites, with greater than 200,000 distinctive members acquired month-to-month

Ubiquity will proceed to be led by its three founders, Rob Shaner, Chris Freed, and Jurgen Cautreels, who might be insiders of PopReach by advantage of being officers of Ubiquity.

Chosen Unreviewed and Unaudited Ubiquity Monetary Data

The next desk units out sure unreviewed and unaudited Ubiquity monetary data for the 12 months ended June 30, 2022.

Key Phrases of the Transaction

Pursuant to the Transaction Settlement, PopReach acquired all the issued and excellent membership pursuits of Ubiquity from the holders thereof (the “Sellers“) on a fully-diluted foundation for combination consideration comprised of US$18.7M in money, the issuance of the Preliminary Consideration Shares, the issuance of the Debenture, and the belief of the Assumed Liabilities.

The Debenture has been issued with combination principal quantity of US$13.75M (topic to potential changes for customary post-closing working capital changes, together with, on the sole election of the Firm however topic to approval by the TSX Enterprise Change (the “Change“), a rise within the principal if post-closing working capital changes in favour of the Sellers exceed US$1.25M) and matures on Could 13, 2025. US$7.5M of the principal quantity is non-interest bearing, with the rest of the principal bearing curiosity at 4% every year. The Debenture is convertible at any time on the election of the holders into extra PopReach widespread shares at US$0.78 (roughly C$1.02) per share (representing a Closing Value premium of 200%) and PopReach has the choice to pay accrued and unpaid curiosity in money or by issuing extra PopReach shares on the better of US$0.78 and the then-Market Value of the shares (as outlined by the insurance policies of the Change).

As well as, pursuant to the phrases of the Transaction Settlement, within the occasion PopReach doesn’t elect, in PopReach’s personal discretion, to prepay at the least US$7.5M in principal of the Debenture inside 120 days of the completion of the Transaction, a further 3,000,000 PopReach widespread shares (the “Contingent Shares“) might be issued to the Sellers.

Every of the Sellers have, pursuant to the Transaction Settlement, agreed to customary standstill provisions for a interval of at the least two years from completion of the Transaction. Moreover, the Sellers have agreed to sure restrictions towards the switch of the Preliminary Consideration Shares, the Contingent Shares, and any shares issued pursuant to the Debenture, over a 3 12 months interval, with 1/third of such locked-up shares being launched from such switch restrictions each 12 months commencing on the one 12 months anniversary of the completion of the Transaction.

Upon completion of the Transaction and the issuance of the Preliminary Consideration Shares, the Sellers will collectively personal roughly 15% of the widespread shares of PopReach, on a non-diluted foundation. If the Debenture is totally transformed and the Contingent Shares are issued, the Sellers will collectively personal roughly 21% of the widespread shares of PopReach, on a partially-diluted foundation.

PopReach has additionally agreed to grant, on the enterprise day following the subsequent regularly-scheduled assembly of the board of administrators of PopReach, an combination of 1,000,000 restricted inventory items pursuant to PopReach’s omnibus incentive plan (the “Plan“) to sure staff of Ubiquity and its subsidiaries as shall be mutually agreed upon by PopReach and the designated consultant of the Sellers.

The US$18.7M money consideration was paid utilizing the US$15M proceeds from the Accordion Facility pursuant to the BMO Facility (every as outlined beneath), with the remaining US$3.7M from PopReach’s money available. Roughly US$3M of the money consideration has been used to repay sure third social gathering secured debt of Ubiquity, with the rest paid to the Sellers, on a professional rata foundation to their respective membership pursuits in Ubiquity.

The Transaction is an Arm’s Size Transaction, just isn’t with any Non Arm’s Size Social gathering of PopReach, doesn’t create any new Insider by advantage of the issuance of PopReach securities as consideration, and doesn’t end in a brand new Management Particular person or a Change of Management (as every such time period is outlined within the insurance policies of the Change).

No finder’s payment, or comparable compensation, is payable by PopReach in relation to, or in reference to, the Transaction.

The Transaction has been conditionally permitted by the Change, topic to customary circumstances, and stays topic to ultimate acceptance by the Change.

Modification to Senior Secured Credit score Facility

As beforehand introduced on April 18, 2022, PopReach’s current US$33M senior secured credit score services with the Financial institution of Montreal (the “BMO Facility“) contemplates an “accordion” choice to extend the non-revolving time period facility below the BMO Facility by as much as a further US$15M (the “Accordion Facility“). In reference to the Transaction, PopReach and BMO have amended the BMO Facility to supply for the complete train of the Accordion Facility (the “Modification“), ensuing within the BMO Facility, put up Modification, being comprised of a US$40M non-revolving time period facility and an unamended US$8M revolving facility. All different materials phrases of the BMO Facility stay unchanged. The BMO Facility continues to be secured by a first-ranking cost towards PopReach and its materials subsidiaries and in accordance with the phrases thereof might be secured by the newly-acquired Ubiquity and its materials subsidiaries.

Non-IFRS Measures

The Firm prepares its monetary statements in accordance with Worldwide Monetary Reporting Requirements (“IFRS”). Nonetheless, the Firm considers sure non-IFRS monetary measures as helpful extra data to evaluate its monetary efficiency. These measures, which it believes are broadly utilized by buyers, securities analysts and different events to judge its efficiency, do not need a standardized that means prescribed by IFRS and subsequently is probably not similar to equally titled measures introduced by different publicly traded firms, nor ought to they be construed as a substitute for monetary measures decided in accordance with IFRS. Non-IFRS measures embrace “Adjusted EBITDA”.

Adjusted EBITDA

Consolidated adjusted earnings earlier than curiosity, taxes, depreciation and amortization (“Adjusted EBITDA“) is a non-IFRS measure of economic efficiency. The presentation of this non-IFRS monetary measure just isn’t supposed to be thought of in isolation from, as an alternative choice to, or superior to, the monetary data ready and introduced in accordance with IFRS and could also be completely different from non-IFRS monetary measures utilized by different firms. Firm administration defines Adjusted EBITDA as IFRS Internet earnings (loss) including again finance prices, earnings taxes, depreciation amortization, acquire/loss on disposal of property and extinguishment of loans, honest worth acquire/loss on monetary liabilities and contingent consideration, and excludes discontinued operations and the results of great gadgets of earnings and expenditure which can have an effect on the standard of earnings, similar to impairments the place the impairment is the results of an remoted, non-recurring occasion. It additionally excludes the results of equity-settled share-based funds, international trade positive aspects/losses, modifications in deferred revenues, modifications in deferred price of gross sales, and different extraordinary one-time bills.

Administration believes Adjusted EBITDA is a helpful monetary metric to evaluate its working efficiency on a money foundation earlier than the influence of non-cash and extraordinary one-time gadgets.

The next desk presents the Firm’s calculation of Ubiquity’s Adjusted EBITDA for the twelve months ended June 30, 2022, in hundreds of US {dollars}:

About PopReach Company

PopReach, a Tier 1 Issuer on the TSX Enterprise Change, with shares additionally buying and selling on OTCQX® Finest Market, is a multi-platform know-how firm targeted on buying, optimizing and rising firms and property that present companies, know-how or merchandise throughout the digital media ecosystem. The Firm’s portfolio consists of: PopReach Video games, a free-to-play cellular sport writer with over 25 video games loved by hundreds of thousands of gamers; notifyAI, a push notification subscription and monetization platform; Q1Media, a digital media promoting companies supplier; and Contobox, an award-winning personalization, eCommerce and artistic promoting know-how platform.

Extra details about the Firm is on the market at www.sedar.com.

Neither the TSX Enterprise Change nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.

Cautionary Assertion Concerning Ahead-Wanting Data

Sure data on this information launch constitutes forward-looking statements and forward-looking data below relevant Canadian securities laws (collectively, “forward-looking data”). Ahead-looking data embrace, however will not be restricted to, statements with respect to and the enterprise, financials and operations of the Firm. Ahead-looking data on this information launch consists of, with out limitation, the anticipated advantages of the Transaction, the anticipated impact of the Acquisition on PopReach’s technique, operations and monetary efficiency, PopReach’s capacity to amass and combine new companies and applied sciences and PopReach’s capacity retain key staff of Ubiquity.

Statements containing forward-looking data will not be historic information however as an alternative characterize administration’s expectations, estimates and projections relating to future occasions. Ahead trying data is essentially based mostly on quite a lot of opinions, assumptions and estimates. PopReach has made sure materials assumptions, together with however not restricted to: prevailing market circumstances; basic enterprise, financial, aggressive, political and social uncertainties; and the power of PopReach to execute and obtain its enterprise aims, to develop the forward-looking data on this information launch. There may be no assurance that such statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Accordingly, readers shouldn’t place undue reliance on forward-looking statements.

Whereas thought of cheap by the Firm as of the date of this information launch, such opinions assumptions are topic to recognized and unknown dangers, uncertainties, assumptions and different elements that will trigger the precise outcomes, degree of exercise, efficiency or achievements and future occasions to be materially completely different from these expressed or implied by such forward-looking data, together with however not restricted to the elements described in better element within the public paperwork of the Firm obtainable at www.sedar.com. Though the Firm has tried to determine vital dangers, uncertainties and elements which may trigger precise outcomes to vary materially, there could also be others that trigger outcomes to not be as anticipated, estimated or supposed. Traders are cautioned undue reliance shouldn’t be positioned on any such data, as unknown or unpredictable elements may have materials antagonistic results on future outcomes, efficiency or achievements of the Firm. The Firm doesn’t intend, and doesn’t assume any obligation, to replace this forward-looking data besides as in any other case required by relevant legislation.

SOURCE PopReach Company

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