Wishpond Announces Acquisition of Viral Loops

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  • Viral Loops allows businesses to launch, monitor and manage referral campaigns to create viral demand for their products.
  • Viral Loops has strong sales growth of over 700 customers, positive EBITDA and should be immediately accretive for Wishpond.

VANCOUVER, BC, April 4, 2022 April 4, 2022Wishpond Technologies Ltd. (TSXV: WISH) (OTCQX: WPNDF) (“Wishpond“or the”Company“), a provider of marketing-focused online business solutions, is pleased to announce that it has completed the acquisition (the acquisition”) of certain specified assets and liabilities constituting substantially all of the business and assets of Viral Loops Limited (“viral loops”) under an asset purchase agreement (the “APP”) in effect April 1, 2022. Based at London, EnglandViral Loops is a referral marketing software platform that helps businesses acquire new customers and increase sales through the power of word of mouth and referral marketing.

“We are very pleased to announce our first acquisition of 2022 and the fifth acquisition since Wishpond’s IPO in December 2020“, said Ali Tajskandar, Chairman and CEO of Wishpond. “Viral Loops has built a business with tremendous brand recognition in the industry and has demonstrated consistent and solid revenue and EBITDA growth. In addition to Viral Loops growing as a standalone business, we believe there are huge cross-selling opportunities to offer referral marketing solutions to Wishpond’s existing customer base of over 3,000 small and medium sized customers. businesses. We are thrilled to welcome the Viral Loops team to the growing Wishpond family.”

Founded in 2016, Viral Loops helps businesses unlock viral growth with powerful referral marketing solutions. It enables companies to design, create and manage referral programs that build customer loyalty, attract new customers and reduce customer acquisition costs. Viral Loops provides its clients with customizable templates for referral marketing campaigns where clients can refer their network in exchange for rewards. Viral Loops’ technology tracks and manages the effectiveness and results of the referral program and allows clients to manage the distribution of rewards and discounts arising from the campaign.

Viral Loops has strong revenue growth and EBITDA margins of over 15%. Revenue in 2021 was $800,000 generated by more than 700 diverse customers, half of which are based in the United States. Viral Loops will continue to maintain its brand, website and customer relationships, while Wishpond will provide operational support and cross-selling opportunities. Wishpond expects Viral Loops products and services to enhance Wishpond’s current product offerings and increase customer lifetime value.

“We are thrilled to have the Viral Loops team join Wishpond,” said Savvas Zortikis, CEO of Viral Loops. “Wishpond has established a model to meet the online marketing needs of small and medium businesses. We believe Viral Loops technology will continue to thrive under Wishpond and our customers will be well served under the Wishpond banner.

In consideration for the acquisition of Viral Loops, Wishpond expects the aggregate purchase price to be approximately $2,300,000consisting of an initial payment of USD 1,380,000 from cash and a one-year earn-out of an expected amount of $920,000 (there “earn from“). The Earn-Out, which is based on a percentage of revenue from the acquired Viral Loops business, will be paid quarterly and may be paid in cash, in common shares of Wishpond (“Shares“), or a combination thereof, at the option of the Company. All issued Shares will be issued at a price per Share deemed to be equal to the 10 trading day volume-weighted average trading price of the Shares on the Venture Exchange. TSX (the “TSXV“), subject to certain minimum share price requirements pursuant to the APP and as permitted and approved by the TSXV.

WISHPOND TECHNOLOGIES LTD.
By: “Ali Tajskandar
Ali Tajskandar, Chief Executive Officer

About Wishpond Technologies Ltd.

Based on 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 enable entrepreneurs to succeed online. The company offers an “all-in-one” marketing suite that provides businesses with marketing, promotion, lead generation and sales conversion capabilities in one integrated platform. Wishpond replaces disparate marketing solutions with one easy-to-use product, for a fraction of the cost. Wishpond serves over 3,000 customers who are primarily small and medium-sized enterprises (SMEs) in a wide variety of industries. The company has developed industry-leading marketing technology solutions and continues to add new features and applications at high speed. The company uses a software-as-a-service (SaaS) business model in which nearly all of the company’s revenue is recurring, subscription-based revenue, which provides excellent revenue predictability and visibility into revenue streams. Treasury. Wishpond is listed on the TSX Venture Exchange under the symbol “WISH” and on the OTCQX Best Market under the symbol “WPNDF”. For more information visit: www.wishpond.com.

Disclaimer

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in United States or to a US Person in the absence of 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 press release regarding the Company are forward-looking statements and are forward-looking in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections regarding future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from future results. expressed or implied by the forward-looking statements. . These statements can generally be identified by the use of forward-looking words such as “may”, “should”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “will”. expects”, “believes”, or “continues”, or the negative thereof or similar variations. Forward-looking statements in this press release include statements that the amount to be paid under the Earn-Out is $920,000, Wishpond’s intention to pursue an inorganic growth strategy through complementary business and company acquisitions, Wishpond’s expected growth from the acquisition, statements regarding business, operations, outlook financials and the performance and operations of Viral Loops, and statements regarding expected financial results. 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) geopolitical risks; (ii) macroeconomic and inflationary risks; (iii) COVID-19 and associated pandemic risks; (iv) difficulties and delays associated with integrating and growing the Virus Loop business; (v) risks related to foreign operations; (vi) other factors beyond the Company’s control; and (vii) risks described in Wishpond’s public filings available on SEDAR. Actual results and future events could differ materially from those anticipated in this information. This written and oral forward-looking information and all subsequent forward-looking information is based on management’s estimates and opinions as of the dates it is made and is expressly qualified in its entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

Non-GAAP Financial Measures

In this press release, the term “EBITDA” (the “Non-GAAP Financial Measure“), which is a financial measure that is not defined by International Financial Reporting Standards (“IFRS“) is used by Wishpond to assess the performance of Viral Loops and its business. The non-GAAP financial measure may also be used by financial institutions and rating agencies to assess the performance of Viral Loops and its ability to repay debt The non-GAAP measure The financial measure does not have a standardized meaning prescribed by generally accepted accounting principles and therefore is unlikely to be comparable to similar measures presented by other companies. non-GAAP financial measure is intended to provide additional useful information to the company; however, the measure does not have a standardized meaning under IFRS. The measure should therefore not be considered in isolation or used as a replacement for measures of performance prepared in accordance with IFRS. Other issuers may calculate the non-GAAP financial measure differently.

The Company defines “EBITDA” as earnings before interest, taxes, depreciation and amortization excluding items such as other non-operating income or expenses, financial income or expenses, hedging transactions, impairment of assets and exchange differences. EBITDA should not be interpreted as an alternative to operating profit but reconciled to net profit as determined in accordance with IFRS. The Company believes that EBITDA is a meaningful indicator of operating profit, expressed as a percentage of its revenue, and provides a measure of consistency over time and is an indicator that management uses internally to measure the performance.

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.

SOURCEWishpond Technologies Ltd.

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