Ionik Announces Sale of PopReach Games Portfolio

Rhea-AI Summary

Ionik announced the sale of substantially all of its mobile games portfolio, including its subsidiary PopReach India, to Phoenix Games Holdings UK for up to US$9.8 million. The sale allows Ionik to focus on its core advertising and marketing technology business while strengthening its balance sheet. Key terms of the transaction include an aggregate consideration of up to US$8.3 million for the sale of intellectual property rights in mobile games, with a Deferred Note of US$2.3 million. Additionally, the sale of shares of PopReach India to Phoenix for US$1.5 million was approved by the Board of Directors of Ionik, following the recommendation of a Special Committee of independent directors.

(All figures in US dollars, unless otherwise indicated)

Toronto, Ontario--(Newsfile Corp. - April 29, 2024) - PopReach Corporation (dba Ionik) (TSXV: INIK) (OTCQX: INIKF) ("Ionik", or the "Company"), a data driven marketing technology company, today announced the sale of substantially all of its mobile games portfolio including its subsidiary, PopReach Technologies Private Limited ("PopReach India"), a live operations games studio located in Bangalore, India (collectively "PopReach Games") to Phoenix Games Holdings UK Ltd. ("Phoenix") for a total aggregate purchase price of up to US$9.8 million (the "Transaction").

This accretive Transaction allows Ionik to focus on its core advertising and marketing technology business while continuing to expand the capabilities of its first party data platform. It also strengthens the Company's balance sheet while providing financial flexibility for potential future acquisitions.

"The sale of PopReach Games represents another step in reinforcing Ionik's focused mission to provide full suite solutions to brands, advertisers and publishers powered by data and technology," said Ted Hastings, Ionik's Chief Executive Officer. "Phoenix is the perfect home for the PopReach Games business, which will benefit from being part of Phoenix's strategy and vision for its extensive portfolio of mobile free-to-play games. We thank our PopReach Games team members for their hard work and dedication and wish them well under their new ownership."

Key Terms of the Transaction

The Transaction was completed pursuant to a share purchase agreement ("Share Purchase Agreement") and an asset purchase agreement (the "Asset Purchase Agreement"), each entered into on April 26, 2024 between Phoenix and PopReach Incorporated ("PopReach SubCo"), a wholly owned subsidiary of the Company.

Pursuant to the Asset Purchase Agreement, PopReach SubCo sold its intellectual property rights in substantially all of its owned and operated mobile games to Phoenix in exchange for aggregate consideration of up to US$8.3 million, being comprised of US$6.0 million payable in cash on closing of the Transaction ("Closing") and the issuance of a promissory note in the principal amount of US$2.3 million (the "Deferred Note"). The Deferred Note is non-interest bearing and repayable as to (i) US$1.5 million on the 6-month anniversary of Closing, (ii) US$0.6 million on the 12-month anniversary of Closing, (iii) US$0.1 million on the 24-month anniversary of Closing, and (iv) US$0.1 million on the 36-month anniversary of Closing (collectively, the "Deferred Payments"). The Deferred Payments are subject to reduction, if any, in connection with PopReach SubCo's obligations pursuant to the indemnification provision in the Asset Purchase Agreement and PopReach SubCo's satisfactory performance of certain transition services pursuant to a transition services agreement entered into between PopReach SubCo and Phoenix on Closing.

Pursuant to the Share Purchase Agreement, PopReach SubCo sold all of the issued and outstanding shares of PopReach India to Phoenix in exchange for aggregate consideration of US$1.5 million, payable in cash on Closing.

The Transaction has been approved by the Board of Directors of Ionik, acting upon the unanimous recommendation of a Special Committee of independent directors that was established to evaluate the terms of this Transaction and other strategic alternatives.

About Ionik

Ionik, a Tier 1 Issuer on the TSX Venture Exchange, with shares also trading on the OTCQX Best Market, is a data driven marketing technology company focused on assembling the most effective and complete suite of advertising, marketing and monetization solutions for brands, advertisers and publishers while building an extensive proprietary repository of opted-in first party data.

Additional information about the Company is available at www.sedarplus.ca.

PopReach Corporation (dba Ionik)
Sean Peasgood
Investor Relations
(647) 777-7564
Sean@SophicCapital.com

Lois Norris
CFO
(416) 583-5918
invest@popreach.com

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.

Cautionary Statement Regarding Forward-Looking Information
Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, "forward-looking information"). Forward-Looking information include, but are not limited to, statements with respect to and the business, financials and operations of the Company. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. Forward-Looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the public documents of the Company available at www.sedar.com. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Investors are cautioned that undue reliance should not be placed on any such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/207143

FAQ

What did Ionik announce?

Ionik announced the sale of its mobile games portfolio, including its subsidiary PopReach India, to Phoenix Games Holdings UK

What is the total purchase price of the sale?

The total aggregate purchase price is up to US$9.8 million.

What does the sale allow Ionik to focus on?

The sale allows Ionik to focus on its core advertising and marketing technology business.

What are the key terms of the transaction?

The transaction includes an aggregate consideration of up to US$8.3 million for the sale of intellectual property rights in mobile games, with a Deferred Note of US$2.3 million, as well as the sale of shares of PopReach India to Phoenix for US$1.5 million.

Who approved the sale of shares of PopReach India to Phoenix?

The sale was approved by the Board of Directors of Ionik, following the recommendation of a Special Committee of independent directors.