Wishpond Completes Acquisition of Brax.io and Appoints Kevin Ho as General Manager

Rhea-AI Summary

Wishpond Technologies Ltd. (OTCQX: WPNDF) has acquired Brax.io, expanding its digital ad management solutions. This marks Wishpond's third acquisition in 2021. Brax generated approximately US$1.5 million in revenue over the last twelve months and has gross margins of 80%. Kevin Ho, Wishpond's former VP of Marketing, has been appointed as General Manager of Brax. The total purchase price is around US$2 million, with US$1.33 million paid in cash and the rest based on future revenue. This strategic acquisition is expected to enhance Wishpond’s offerings to small and medium-sized businesses.

Positive

• Brax generated US$1.5 million in revenue with 80% gross margins.
• Acquisition expands Wishpond's market offerings into digital ad management.
• Brax expected to be immediately accretive to Wishpond's financials.
• Appointment of Kevin Ho aimed at driving growth for Brax.
• Transaction enhances cross-selling opportunities within Wishpond's existing customer base.

Negative

• Acquisition costs a total of US$2 million, which may impact cash flow.
• Integration challenges may arise as Brax operates as a separate business unit.
• Future performance dependent on achieving earn-out payment targets.

• Brax.io ("Brax") is Wishpond's third acquisition this year and represents a significant opportunity to expand Wishpond's technology platform into the adjacent market for providing digital ad management solutions.
• Kevin Ho, Wishpond's former Vice President of Marketing, promoted to General Manager of Brax to lead the future growth of this new business unit.

VANCOUVER, BC, Sept. 1, 2021  /PRNewswire/ - Wishpond Technologies Ltd. (TSXV: WISH) (OTCQX: WPNDF) (the "Company" or "Wishpond"), a provider of marketing-focused online business solutions, is pleased to announce that it has completed its previously announced acquisition of certain assets and specific liabilities from AtlasMind Inc. (d/b/a) Brax.io ("Brax"). Based out of New York, Brax is a rapidly growing and profitable technology company that offers a robust advertising platform for the management of a company's digital ads across multiple sources.  Brax is a Software-as-a-Service (SaaS) business that is expected to be immediately accretive to Wishpond, having generated revenue of approximately US$1.5 million over the past 12 months, with healthy gross margins of 80% and EBITDA margins exceeding 15%.

Brax will be led by Wishpond's former Vice President of Marketing, Kevin Ho, who joined Wishpond in 2015 and has since held various roles in sales, marketing and customer success.  As Wishpond's Vice President of Marketing, Kevin was previously responsible for all aspects of the Company's growth including lead generation, strategic partnerships and public relations. Brax will operationally function as a separate business unit while maximizing synergies between Wishpond and Brax, including capitalizing on upsell and cross-sell opportunities.

Ali Tajskandar, Chairman and CEO of Wishpond commented, "We are pleased to welcome the Brax team of advertising experts to the Wishpond family. Brax broadens the portfolio of products and services we can offer to small and medium sized businesses and offers tremendous cross-selling opportunities for ad management solutions into our existing customer base. In addition, I am pleased to congratulate Kevin on his promotion to lead this newly acquired business.  I am confident that Kevin's past experience and management skills in sales and marketing make him an ideal leader for the Brax business unit."

About Brax:

Brax offers an advertising platform for the bulk management, unified reporting, and rule-based goal optimization of digital ads across multiple sources. Brax streamlines content syndication across numerous platforms such as Yahoo Gemini, Outbrain, Taboola, Revcontent and others. The powerful Brax ad management system allows users to seamlessly create and automate advertising campaigns using custom rules across networks, accounts and ad platforms. With its centralized capabilities to scale content marketing, Brax allows advertisers to focus on the creative process with instant insight into data. Brax offers both a self-serve product for agencies and experienced enterprise clients as well as a full-serve offering for SMB customers who lack the expertise to manage and run digital advertising campaigns by themselves.

Transaction Details:

Wishpond expects the aggregate purchase price for the acquisition to be approximately US$2,000,000 consisting of: (i) US$1,333,334 paid in cash on closing; and (ii) earn-out payments calculated based on the future revenue of the purchased assets and subject to certain deductions as provided in the APA (the "Earn-Out"). The Earn-Out payments have a non-binding targeted payout of US$666,666 and will commence three months after the closing of the acquisition, will be payable on a quarterly basis, ending on the twelve-month anniversary of the closing of the acquisition and will be payable in cash or by the issuance of common shares of Wishpond ("Shares"), at the sole discretion of Wishpond. Any Shares issued in connection with the acquisition will be subject to a restricted period of four months and one day from the date of issuance, as well as restrictions pursuant to applicable US securities laws. The TSX Venture Exchange has conditionally approved the closing of the acquisition.

WISHPOND TECHNOLOGIES LTD. 
Per: "Ali Tajskandar" 
Ali Tajskandar 
Chairman and Chief Executive Officer

About Wishpond Technologies Corp.

Based out of Vancouver, British Columbia, Wishpond is a provider of marketing-focused online business solutions. Wishpond's vision is to become the leading provider of digital marketing solutions that empower entrepreneurs to achieve success online. The Company offers an "all-in-one" marketing suite that provides companies with marketing, promotion, lead generation, and sales conversion capabilities from one integrated platform. Wishpond replaces entire marketing functions in an easy-to-use product, for a fraction of the cost. Wishpond serves over 3,000 customers who are primarily small-to-medium size businesses (SMBs) in a wide variety of industries. The Company has developed cutting-edge marketing technology solutions and continues to add new features and applications with great velocity. The Company employs a Software-as-a-Service (SaaS) business model where substantially all the Company's revenue is subscription-based recurring revenue which provides excellent revenue predictability and cash flow visibility. Wishpond is listed on the TSX Venture Exchange under the ticker "WISH", and on the OTCQX Best Market under the ticker "WPNDF". For further information, visit:  www.wishpond.com.

Cautionary Disclaimers

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Notice Regarding Forward Looking Statements

Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward looking statements in this news release include statements that: Brax is expected to be an immediately accretive acquisition for Wishpond; Brax is expected to expand Wishpond's technology and capabilities into the adjacent market for digital ad management solutions; Brax will operate as a separate business unit while maximizing synergies between Wishpond and Brax, including capitalizing on upsell and cross-sell opportunities; Brax broadens the portfolio of products and services we can offer small and medium sized business and offers tremendous cross-selling opportunities for ad management solutions into our existing customer base; and the total purchase price is anticipated to be approximately US$2 million. There are numerous risks and uncertainties that could cause actual results and Wishpond's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) COVID-19 risks; (ii) difficulties and delays associated with integrating and growing the Brax business; (iii) other factors beyond the control of the Company; and (iv) risks outlined in Wishpond's publicly filed documents available on SEDAR. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

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

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SOURCE Wishpond Technologies Ltd.

FAQ

What is the significance of Wishpond's acquisition of Brax.io?

The acquisition allows Wishpond to expand into digital ad management solutions, enhancing its technology platform.

What are the financial details of Wishpond's acquisition of Brax?

The total purchase price is approximately US$2 million, with US$1.33 million paid in cash and an earn-out component based on future revenues.

Who will lead Brax after its acquisition by Wishpond?

Kevin Ho, former VP of Marketing at Wishpond, has been promoted to General Manager of Brax.

What revenue did Brax generate prior to its acquisition by Wishpond?

Brax generated approximately US$1.5 million in revenue over the past twelve months.

How will the acquisition of Brax impact Wishpond's business?

Brax is expected to be immediately accretive to Wishpond's financials and enhance cross-selling opportunities.