APPlife Digital Solutions, Inc. and The Awareness Group Finalize Terms for Unique Strategic Partnership

Rhea-AI Summary

APPlife Digital Solutions Inc. (ALDS) and The Awareness Group LLC announced an update to their merger LOI, with TAG becoming a wholly-owned subsidiary of APPlife. TAG's shareholders will initially own 50.1% of APPlife's shares, potentially increasing to 90% based on performance. The acquisition aims to fuel TAG's growth, with a $10 million Equity Line of Credit allocated for both companies' benefit.

SAN FRANCISCO, Feb. 27, 2024 (GLOBE NEWSWIRE) -- APPlife Digital Solutions Inc. (OTCQB: ALDS) (“APPlife”), a business incubator and portfolio manager that invests in and creates e-commerce and cloud- based solutions, and The Awareness Group LLC (“TAG”), an emerging leader in the alternative energy space, today announced an update to the previously announced merger LOI. Both parties have agreed on the final terms for the acquisition and partnership and are working with respective legal counsel towards a final executable agreement.

Under the final terms TAG will become a wholly-owned subsidiary of APPlife. TAG’s shareholders will initially own approximately 50.1% of APPlife’s outstanding common shares, with the ability to increase to a 90% supermajority based on meeting certain performance objectives¹. The acquisition transaction is structured to catalyze TAG's growth to benefit all ALDS stockholders. TAG will operate freely (subject to applicable legal and regulatory requirements) with its own board of directors and highly experienced executive team to position it to achieve the highest possible growth. ALDS has a $10 million Equity Line of Credit (ELOC) from which TAG is to receive up to $4.9 million of growth capital and ALDS is to receive up to $5.1 million of the proceeds.

¹The performance objectives for TAG in order for TAG’s shareholders to receive a 90% supermajority ownership and to have the right to elect APPlife’s board of directors and executive team to assume decision-making control of ALDS, and to cause APPlife to transfer the legacy assets and operations of APPLife to a private entity are as follows:

1) TAG achieves $35 million in audited revenue, filed with the SEC;

2) APPlife receives $5.1 million through proceeds of the ELOC or from another source arranged by TAG, or a combination thereof.

ALDS legacy shareholders will maintain no less than 10% of APPLife through an uplisting to a national exchange.

There can be no assurance that definitive agreements for the foregoing transaction will be successfully completed or executed.

ABOUT APPLIFE DIGITAL SOLUTIONS INC.

APPlife Digital Solutions (OTCQB: ALDS) creates, invests, and builds e-commerce and cloud-based solutions for work, home, recreation, and research. Through its portfolio companies, APPlife develops life solutions for everyday issues and needs. Current projects include Rooster Essentials, an e-commerce platform of curated grooming products for men. OfficeHop, an online rental marketplace for private offices, meeting rooms, lunch meetings, and creative spaces. B2BCHX, an accredited resource for background checks on Chinese companies. Recently, APPlife acquired the assets of LeSalon, a tech system that allows beauty professionals to manage their bookings/calendar and for registered and verified users to connect with those verified professionals and meet at a location the user chooses. LeSalon is currently operating in London and APPlife intends to roll-out LeSalon throughout the EU and U.S.

ABOUT THE AWARENESS GROUP
Innovation is at the heart of The Awareness Group. The TAG GRID is a comprehensive national platform for alternative energy services and solutions targeting commercial and residential customers. With a unique growth model, TAG has acquired five companies across the alternative energy space, ranging from national project funding solutions, solar lead generation, sales and installation services to blockchain and a digital carbon and renewable energy credits marketplace. TAG is structured for organic growth complemented by a highly synergistic corporate development strategy focused on expanding current business lines and adding innovative technologies. The Company aims to quickly build a profitable, multi-$100 million company over the next few years and create significant value for customers, employees, partners, and current and prospective investors.

Forward Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this communication, regarding TAG’s reverse merger transaction with APPlife, including the ability to consummate the transaction, the benefits of the transaction and the combined company's future financial performance, as well as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the respective management of TAG and APPlife and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of TAG or APPlife. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the reverse merger, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of TAG or, if required, APPlife is not obtained; failure to realize the anticipated benefits of the reverse merger; risk relating to the uncertainty of the projected financial information with respect to APPlife; TAG’s ability to implement its business and growth strategy; changes in governmental regulation, APPlife’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to APPlife’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response, and as a result of the proposed transaction; APPlife’s ability to comply with applicable or unforeseen regulations; competitive pressures from many sources, including those, having more experience and better financing.

More information on potential factors that could affect APPlife's financial results is included from time to time in APPlife’s public reports filed with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. If any of these risks materialize or TAG's or APPlife's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither TAG nor APPlife presently know, or that TAG and APPlife currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect TAG's and APPlife's expectations, plans or forecasts of future events and views as of the date of this communication. TAG and APPlife anticipate that subsequent events and developments will cause their assessments to change. However, while TAG and APPlife may elect to update these forward-looking statements at some point in the future, TAG and APPlife specifically disclaim any obligation.

APPlife Digital Solutions Contact Information: Investor Relations
Tel: (585) 232-5440
Email: jody@APPlifedigital.com

The Awareness Group Investor Relations and Media Contact:
Brian Siegel, IRC, M.B.A.
Senior Managing Director
Hayden IR
Tel: (346) 396-8696
Email: brian@haydenir.com

FAQ

What companies are involved in the merger LOI update?

APPlife Digital Solutions Inc. (ALDS) and The Awareness Group LLC.

What percentage of APPlife's shares will TAG's shareholders initially own?

TAG's shareholders will initially own approximately 50.1% of APPlife's outstanding common shares.

What is the potential ownership percentage for TAG's shareholders based on performance?

TAG's shareholders have the ability to increase ownership to a 90% supermajority based on meeting certain performance objectives.

What is the purpose of the $10 million Equity Line of Credit (ELOC) mentioned in the PR?

The ELOC is allocated for TAG to receive up to $4.9 million of growth capital and for APPlife to receive up to $5.1 million of the proceeds.

What are the performance objectives for TAG to achieve a 90% supermajority ownership?

TAG needs to achieve $35 million in audited revenue filed with the SEC and APPlife must receive $5.1 million through the ELOC or another arranged source.

What assurance is provided regarding the completion of definitive agreements for the transaction?

There is no assurance that definitive agreements for the transaction will be successfully completed or executed.