Wishpond Announces Acquisition of Brax.io – a Provider of Ad Management Software Solutions

Brax.io is expected to be an immediately accretive acquisition for Wishpond, generating Software-as-a-Service (SaaS) revenue of approximately US$1.5 million over the past 12 months, with healthy gross margins of 80% and EBITDA margins exceeding 15%.
Brax.io’s proprietary ad management platform is expected to expand Wishpond’s product offering, enable significant cross selling opportunities and increase the Company’s growth prospects.

Vancouver, B.C. – August 30, 2021 – 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 entered into an asset purchase agreement (the “APA”) to acquire certain assets and specific liabilities from AtlasMind Inc. (d/b/a) Brax.io (“Brax”), to be effected through a wholly owned subsidiary of the Company (the “Acquisition”) for total consideration of approximately US$2.0 million. 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 expected to expand Wishpond’s technology and capabilities into the adjacent market for digital ad management software solutions.

“We are very excited with the prospect of adding advertising management solutions to our industry leading digital marketing platform,” said Ali Tajskandar, Chairman and CEO of Wishpond. “Brax has a proven track record with enterprise and ad agency customers which we plan to leverage into providing ad management software and services to over 3,000 Wishpond customers and millions of other small medium sized businesses (SMBs) worldwide. This is our third acquisition and is in line with our strategy to grow organically and inorganically through tuck-in acquisitions of innovative and complementary technology companies.”

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 a full-serve offering for SMB customers who lack the expertise to manage and run digital advertising campaigns by themselves. Brax has a diversified customer base and generated trailing twelve month revenue of approximately US$1.5 million. Brax’s SaaS business model results in predictable recurring revenue and high gross margins of 80% with EBITDA margins exceeding 15%.

In consideration for the Acquisition of certain assets and specified liabilities of Brax, Wishpond expects the aggregate purchase price to be approximately US$2,000,000 (the “Purchase Price”) consisting of: (i) US$1,333,334 paid in cash; and (ii) a non-binding targeted payout of US$666,666 in earn-out payments, subject to certain deductions as provided in the APA (the “Earn-Out”), based on the future revenue of the purchased assets. The Earn-Out payments 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 closing of the acquisition is subject to the approval of the TSX Venture Exchange.

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 product offering, enable significant cross-selling opportunities and increase the Company’s growth prospectus; Brax is expected to expand Wishpond’s technology and capabilities into the adjacent market for digital ad management software solutions; the total purchase price is anticipated to be approximately US$2 million; and Wishpond’s intention to pursue a strategy to grow inorganically through tuck-in acquisitions of innovative and complementary technology companies, as well as 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) 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.

For further information:

Pardeep S. Sangha

Investor Relations, Wishpond Technologies Ltd.,

investor@wishpond.com

604-572-6392