Wishpond Announces Acquisition of Viral Loops - a Leading Provider of Referral Marketing Solutions

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Apr 04, 2022, 07:00 ET

Viral Loops enables businesses to launch, monitor and manage referral campaigns to create viral demand for their products.
Viral Loops has strong sales growth from more than 700 customers, is EBITDA positive and is expected to be immediately accretive to Wishpond.

VANCOUVER, B.C., April 4, 2022 April 4, 2022 - Wishpond 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 assets and specified liabilities constituting substantially all of the business and assets of Viral Loops Limited ("Viral Loops") pursuant to an asset purchase agreement (the "APA") effective April 1, 2022. Headquartered in London, England, Viral Loops is a referral marketing software platform that helps companies 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 went public in December 2020," said Ali Tajskandar, Chairman and CEO of Wishpond. "Viral Loops has built a company with tremendous brand recognition in the industry and has demonstrated consistent, strong revenue and EBITDA growth. Besides growing Viral Loops as a stand-alone business, we believe there are tremendous cross-sell opportunities for offering referral marketing solutions to Wishpond's existing customer base of over 3,000 small to medium sized businesses. We are thrilled to welcome the Viral Loops team to the growing Wishpond family."

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

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

"We are thrilled that the Viral Loops team will be joining Wishpond," said Savvas Zortikis, CEO of Viral Loops. "Wishpond has established a model for servicing the online marketing needs of small and mid-sized enterprises. We believe that the Viral Loops technology will continue to flourish under Wishpond and that our customers will be well served under the Wishpond banner."

In consideration for the acquisition of Viral Loops, Wishpond anticipates the total purchase price to be approximately US$2,300,000, consisting of an upfront payment of US$1,380,000 from cash on hand and a one-year performance earn-out in the expected amount of US$920,000 (the "Earn-Out"). The Earn-Out, which is based on a percentage of revenue of the acquired Viral Loops business, will be paid quarterly and may be paid in cash, common shares of Wishpond ("Shares"), or a combination thereof, at the Company's discretion. Any Shares that are issued will be at a deemed price per Share equal to the 10 trading day volume weighted average price of the Shares on the TSX Venture Exchange (the "TSXV"), subject to certain minimum share price requirements as per the APA and as permitted and approved by the TSXV.

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

About Wishpond Technologies Ltd.

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 on one integrated platform. Wishpond replaces disparate marketing solutions with an easy-to-use product, for a fraction of the cost. Wishpond serves over 3,000 customers who are primarily small and medium-sized 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 the amount payable on account of the Earn-Out is US$920,000, Wishpond's intention to pursue a strategy to grow inorganically through acquisitions of complementary businesses and companies, Wishpond's expected growth from the Acquisition, statements regarding the business, operations, financial outlook and performance and operations of Viral Loops, and statements regarding anticipated 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 related pandemic risks; (iv) difficulties and delays associated with integrating and growing the Viral Loops business; (v) foreign operations risks; (vi) other factors beyond the control of the Company; and (vii) 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.

Non-GAAP Financial Measures

In this news 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 evaluate the performance of Viral Loops and its business. The Non-GAAP Financial Measure may also be used by financial institutions and credit rating agencies to assess Viral Loops' performance and ability to service debt. The Non-GAAP Financial Measure does not have standardized meanings prescribed by generally accepted accounting principles and is therefore unlikely to be comparable to similar measures presented by other companies. The intent of the Non-GAAP Financial Measure is to provide additional useful information to the Company; however, the measure does not have any standardized meaning under IFRS. The measure should not, therefore, be considered in isolation or used in substitute 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, tax, depreciation and amortization excluding items such as other non-operating income or expenses, financial income or expenses, hedging operations, impairment of assets and foreign currency exchange differences. EBITDA should not be construed as an alternative for Operating Income but reconciled to Net Income as determined in accordance with IFRS. The Company believes EBITDA is a meaningful indicator of operating profit, shown as a percentage of its revenue, and provides a measure of consistency over time and is an indicator management uses internally to measure performance.

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.

SOURCE Wishpond Technologies Ltd.