ISIS Lab Corporation Announces Non-Binding Letter of Intent to Purchase Vast Studios Inc.
June 25, 2014 - Toronto, ON
TORONTO, ON--(Marketwired - June 25, 2014) - ISIS Lab Corporation (TSX VENTURE: LAB) (FRANKFURT: ISX) (Frankfurt WKN: A1XB97) (the "Company" or "ISIS") announces that it has entered into a non-binding letter of intent with Vast Studios Inc. ("Vast") and its shareholders, pursuant to which the Company proposes to acquire all of the issued and outstanding shares of Vast (the "Proposed Transaction"). Vast, a private Ontario corporation established in 2007 with its head office in Toronto, is a developer of casual games for PC, Mac, iOS and Android platforms. The completion of the Proposed Transaction is subject to, among other things, the final approval of the TSX Venture Exchange and those conditions noted below.
The non-binding letter of intent contemplates that the Company will pay a purchase price of $1,500,000 (subject to adjustment in certain circumstances) for all of the issued and outstanding shares of Vast, payable as follows: (a) on closing, $400,000 paid in cash and $600,000 satisfied by the issuance of common shares of the Company; (b) on each of the six-month and twelve-month anniversary of closing, $50,000 paid in cash and $50,000 satisfied by the issuance of common shares of the Company; and (c) on a date no later than 18 months after closing, an earnout payment of up to $300,000, which earnout payment is subject to reduction in the event the annualized revenue attributable to Vast's business for the twelve month period after closing falls below a certain target.
The common shares of the Company issuable pursuant to the Proposed Transaction are proposed to be issued at a price per share equal to the 20-day volume weighted average price of the common shares of the Company on the TSXV, determined as of the respective date of each issuance, subject to any limits required by the TSX Venture Exchange.
Should the Proposed Transaction be completed, Vast will become a wholly-owned subsidiary of the Company. Furthermore, it is expected that the current officers of Vast will remain on as employees of Vast and hold the following positions upon closing of the Proposed Transaction: Hamed Abbasi, Chief Executive Officer of Vast; Jon Caculovic, Chief Operating Officer of Vast; and Serguei Kloubkov, Chief Technical Officer of Vast.
Pursuant to the non-binding letter of intent, Vast has agreed to negotiate and deal exclusively with the Company until July, 7, 2014. The parties are currently negotiating definitive terms and documents for the Proposed Transaction, which documents will contain customary representations, warranties, covenants, indemnities and other ancillary agreements to the extent appropriate for transactions of the type of the Proposed Transaction.
A cash finder's fee equal to 5% of the aggregate purchase price, subject to a minimum of $25,000, is payable to an arm's length party upon completion of the Proposed Transaction.
As at the date hereof, there is no assurance that the Company will consummate the Proposed Transaction. Completion of the Proposed Transaction is subject to a number of conditions, including the negotiation and settlement of definitive terms for the Proposed Transaction and the entering into of a definitive share purchase agreement among the parties, completion of due diligence, receipt of board approval, receipt of final approval of the TSX Venture Exchange, and the receipt of certain other customary consents.
About ISIS Lab Corporation
ISIS was the winner of "The 2013 Most Innovative Start-up Company of the year" at the GIGSE Conference in San Francisco, California, and is the developer and provider of an award winning social gaming software platform. With experienced social gaming leadership and development teams, ISIS looks to leverage the anticipated growth in regulated, real-money, online gaming through the application of the social graph and the gamblification of social games. The ISIS platform was developed for both social gaming and monetized gaming for clients operating within regulated markets. For ISIS clients operating within fully regulated markets the company offers a turnkey solution including a full commerce application and back office suite. The Company's flagship product ISISFriends® will be the first true social network built and regulated for the online gaming market providing audiences within regulated markets with a product differentiator from a social interaction perspective and is on track to have the largest portfolio of games available for social online gaming. ISISFriends® cutting-edge technology is designed to be future ready, scalable, modular, with the capability to expand integrations without limitation, and is capable to support third-party game integrations, cashier support, customer support, social networking, and backend operator support.
President & CEO
Isis Lab Corporation
Neither 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.
Caution Regarding Forward-Looking Information:
Certain statements in this press release constitute "forward looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as "may," "will," "expect," "believe," "plan" and other similar terminology. These statements include, but are not limited to, the expectation that ISIS will negotiate and settle the terms of the Proposed Transaction and consummate the Proposed Transaction generally upon the terms as currently contemplated, that ISIS Friends® will be the first true social network built and regulated for the online gaming market, that ISIS Friends® is on track to have the largest portfolio of games available for social online gaming, and that the regulated, real-money online gaming market is anticipated to grow. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. The forward looking statements involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, delays with the negotiation of the terms of the Proposed Transaction or delays or failure to satisfy the conditions to completion of the Proposed Transaction, including receipt of board and regulatory approval and required consents, delays with the launch of ISIS Friends® and the acceptance of the product in the target market, competition in the industry and markets in which the Company operates, the Company's stage of development, long term capital requirements and future ability to fund operations, regulatory requirements, general economic, market or business conditions and future developments in the sectors of the economy in which the business of ISIS operates. The foregoing list of factors is not exhaustive. Please see the Company's prospectus dated October 23, 2013 and other documents available on www.sedar.com, for a more detailed description of the risk factors. The Company undertakes no obligation to update publicly or revise any forward looking information, whether a result of new information, future results or otherwise, except as required by law.