FOBI Completes Acquisition of Qples – A Leading Coupon Platform Company

Rhea-AI Summary

Fobi AI Inc. (TSXV: FOBI, OTCQB: FOBIF) announced the completion of its acquisition of Qples on October 13, 2021, following TSXV approval. The total purchase price of US$3,151,385 will be partially paid in cash (US$2,120) and through the issuance of 1,222,551 common shares at a price of $3.24 CAD per share. Qples can earn up to US$1,000,000 based on revenue generated from the acquired assets in 2022. Additionally, Fobi will loan Qples US$294,405.28 to repay an existing loan. The acquisition aims to enhance Fobi's capabilities in real-time data analytics.

Positive

• Acquisition of Qples enhances Fobi's digital coupon capabilities.
• Potential for up to US$1,000,000 earn-out based on revenue performance.
• Strategic acquisition aligning with Fobi's data analytics expertise.

Negative

• Total cash outlay of US$2,120 is minimal compared to the overall acquisition cost.
• Issuing shares for part of the purchase may lead to shareholder dilution.
• Dependence on Qples' revenue performance for earn-out adds uncertainty.

VANCOUVER, British Columbia, Oct. 13, 2021 (GLOBE NEWSWIRE) -- Further to the Company’s press release of September 27^th, 2021, FOBI AI Inc. (TSXV: FOBI, OTCQB: FOBIF) (the “Company” or “Fobi”), a leader in providing real-time data analytics through artificial intelligence to drive operational efficiencies and profitability, is pleased to announce the receipt of TSXV approval and completion, on October 13, 2021, of the acquisition of Qples.

TERMS OF THE TRANSACTION

In consideration for the acquisition of certain assets and certain specified liabilities of Qples, FOBI will pay to Qples the aggregate purchase price of US$3,151,385 (the “Purchase Price”) paid as follows: (i) US$2,120, payable in cash; and (ii) the remainder of the Purchase Price will be satisfied by the issuance of 1,222,551 common shares of FOBI (the “Shares”), being the remainder of the Purchase Price converted into Canadian funds using the Bank of Canada daily exchange rate on the date that is five (5) TSX Venture Exchange trading days prior to the closing date of the Acquisition (the “Closing Date”) at a price per share equal to $3.24 CAD. Qples also has the opportunity to earn up to a US$1,000,000 earn out (the “Earn-Out”). The Earn-Out will be calculated based on the revenue derived from the assets purchased from Qples (the “Asset Derived Revenue”) over the period from January 1, 2022, to December 31, 2022 (the “Earn-Out Period”). Pursuant to the Earn-Out, Qples can earn US$500,000 in Shares if the Asset Derived Revenue meets or exceeds US$1,600,000 during the Earn-Out Period or can earn US$1,000,000 in Shares if the Asset Derived Revenue meets or exceeds US$3,200,000 during the Earn-Out Period. The price per share for the issuance of Shares in payment of the Earn-Out will be a fraction, the numerator of which is the applicable Earn-Out amount, if any, at the end of the Earn-Out Period converted into Canadian funds at the Bank of Canada daily exchange rate on the date that is five (5) Exchange trading days prior to the date notice is given by FOBI to Qples of the calculation of the Asset Derived Revenue (the “Earn-Out Notice”), and the denominator of which is the ten (10) day VWAP for the period ending five (5) Exchange trading days prior to the date of the Earn-Out Notice. Any Shares issued in connection with the Acquisition will be subject to a hold period of four months and one day from the date of issuance, as well as restrictions pursuant to applicable US securities laws. Pursuant to the APA, FOBI will also loan US$294,405.28 to Qples (the “Qples Loan”) in order for it to repay an outstanding loan with the United States Small Business Administration. The Qples Loan will be repaid to FOBI, in whole or in part, pursuant to the terms of the APA.

This Press Release Is Available on the Fobi Website and the FOBI Verified Forum On AGORACOM For Shareholder Discussion And Management Engagement.

About Qples

Qples is a next generation provider of digital coupons and the first-ever coupon platform that natively integrates with Facebook, while still functioning in other mediums or channels: website, blog, banner ads, QR codes, Twitter and more. For the first time, brands are able to deliver manufacturer-level digital coupons, including unprecedented fraud prevention features, into any digital platform and track the performance via detailed data and analytics.

Through our proprietary coupon delivery platform, Qples provides brands with data about the offers and the consumers such as name, gender, location, point of origin and much more. Qples provides a disruptive and cost-effective way for brands and businesses to accurately market to consumers across social, local and mobile channels. Qples recently announced the launch of the Grocery Coupon Network mobile application, the first IOS and Android app to allow consumers to discover, save and redeem both print@home and universal digital coupons in one place. Additionally with the ability to bundle all digital coupons into one master barcode, lane time is preserved, and consumers can take advantage of a truly contact-less redemption of coupons.

About Fobi

Fobi is a cutting-edge data intelligence company that helps our clients turn real-time data into actionable insights and personalized customer engagement to generate increased profits. Fobi's unique IoT device has the ability to integrate seamlessly into existing infrastructure to enable data connectivity across online and on-premise platforms creating highly scalable solutions for our global clients. Fobi partners with some of the largest companies in the world to deliver best-in-class solutions and operates globally in the retail, telecom, sports & entertainment, casino gaming, and hospitality & tourism industries.

Fobi AI Inc.		Fobi Website: www.fobi.ai
Rob Anson, CEO		Facebook: @FOBIinc
T: +1 877-754-5336 Ext. 3		Twitter: @FOBI_inc
E: ir@fobi.ai		LinkedIn: @FOBIinc

Forward-Looking Statements/Information:

This news release contains certain statements which constitute forward-looking statements or information. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic conditions, industry conditions, and competition from other industry participants, stock market volatility and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, and results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative. There can be no assurance that the Company will be able to achieve all or any of its proposed objectives.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 

FAQ

What is the total purchase price for Fobi's acquisition of Qples?

The total purchase price for the acquisition of Qples is US$3,151,385.

How much of the acquisition is being paid in cash?

Fobi will pay US$2,120 in cash for the acquisition.

What are the potential earnings for Qples through the earn-out?

Qples can earn up to US$1,000,000 based on revenue derived from the purchased assets during 2022.

How many shares will be issued as part of the acquisition?

Fobi will issue 1,222,551 common shares as part of the acquisition.

What financial assistance will Fobi provide to Qples?

Fobi will loan US$294,405.28 to Qples to help repay an existing loan.