PopReach Corporation acquired OpenMoves LLC for $7.5 million.
April 25, 2023
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PopReach Corporation (TSXV:POPR) entered into a definitive agreement to acquire OpenMoves LLC for $7.5 million on April 26, 2023. Pursuant to the definitive transaction agreement, PopReach acquired all of the outstanding membership interests of OpenMoves for aggregate consideration of approximately $7.5 million, being comprised of $4 million in cash (the "CashConsideration"), the issuance of 9 million common shares of PopReach (the "InitialConsideration Shares"), and the issuance of a convertible debenture in the aggregate principal amount of $2 million (the "Debenture"). $0.1 million of the cash consideration and 2,142,000 of the initial consideration shares will be held back on closing and released on the one year anniversary of closing, subject to reductions, if any, in connection with the OpenMoves' obligations pursuant to the indemnification and net working capital adjustment provisions set forth in the transaction agreement. In addition, pursuant to the transaction agreement, in the event PopReach does not elect, in PopReach's own discretion, to prepay the Debenture within six months following Closing, the principal amount of the Debenture will be increased by $500,000 (the "contingent debenture amount") and an additional 1 million PopReach Shares (the "ContingentShares") will be issued to the OpenMoves. PopReach has sourced bridge financing (the "Bridge Financing") in the principal amount of $4 million from a third-party lender (the "BridgeLender") to fund the cash consideration payable on closing. For the year ended December 31, 2022, OpenMoves reported Revenue of $5.775 million, Net income of $1.269 million, gross profit of $2.509 million and Adjusted EBITDA of $1.340 million. The transaction has been conditionally approved by the Exchange, subject to customary conditions, and remains subject to final acceptance by the Exchange. As at closing, OpenMoves is expected to have a neutral working capital position, with no long term liabilities.
PopReach Corporation (TSXV:POPR) completed the acquisition of OpenMoves LLC on April 26, 2023.
PopReach Corporation, doing business as Ionik, is a Canada-based data driven marketing technology company focused on assembling a complete suite of advertising, marketing and monetization solutions for brands, advertisers and publishers while building a proprietary data repository. It acquires, optimizes, and scales digital technology businesses providing cross-platform, performance-driven advertising, and data solutions to attract, engage and monetize consumers. Its portfolio includes NotifyAI, a push notification subscription and monetization platform; Q1Media, a digital media advertising services provider, and Contobox, a personalization, eCommerce, and creative advertising technology platform. Its portfolio also includes Ubiquity, an omnichannel marketing network and technology platform; SCS, a brand transformation service provider, and OpenMoves, a business-to-business (B2B) and business to consumer (B2C) performance and growth marketing platform.
POPREACH CORPORATION 
