3TL Technologies announces closing of qualifying transaction and concurrent financing for $2.92 million

VANCOUVER, Nov. 10, 2014 /CNW/ - 3TL Technologies Corp. (formerly KCO Capital Corp.) (TSX-V: TTM) (the "Company" or "3TL Technologies") is pleased to announce that it has completed its acquisition (the "Acquisition") of all of the issued and outstanding shares of 3 Tier Logic Inc. ("3 Tier" or the "Target"), a consumer Internet advertising company.

Prior to the completion of the Acquisition, the Company changed its name from "KCO Capital Inc." to "3TL Technologies Corp."  The Company, which previously traded on the TSX-V as a Capital Pool Company under the symbol "KCO.P", will resume trading on the TSX-V on November 10, 2014 under the new symbol "TTM".

3 Tier was founded in 2008 with the aim of providing clients (or "brands") dramatic and meaningful improvements in consumer engagement and communication via digital and social media technologies in the face of declining effectiveness of traditional forms of advertising. 

According to estimates by eMarketer, total advertising spending in North America will increase to $204 billion by 2016; of that, digital advertising spending will account for nearly $60 billion, or 29% of total advertising spending.  

From 2008 to 2012, 3 Tier's business was exclusively managed services and the development of custom digital marketing applications enabling brands to engage consumers through promotions via digital and social channels such as Facebook, Twitter, and Instagram.  During this time period, 3 Tier developed over 200 custom digital marketing applications for certain prominent consumer brands, including Red Bull, LA Times, Abercrombie & Fitch, Best Buy, and Oakley. 

In 2014, after two years of development and a successful beta launch in late 2013, 3 Tier launched Platform³ as a commercial product.  Platform³ is a proprietary suite of digital applications that enables brands to engage consumers and facilitate friend-to-friend sharing through digital and social channels.  Platform³ collects and analyzes data to determine which consumers are most valuable based on their level of engagement with a brand on social media. Further, Platform³ provides brands with robust capabilities to incentivize and reward their most valuable consumers.  Customers access Platform³ through a cloud-based SaaS subscription model, which provides ongoing value to the brands and recurring revenues to 3 Tier.   

3 Tier's growth strategy will initially focus on the growing digital marketing sector in the U.S., and Canada.  3 Tier expects to expand its sales team based in Los Angeles and Vancouver, grow sales, and establish a sales group in the U.S. East Coast.

"Since launching Platform³ earlier this year we have developed a pipeline of opportunities with brands that are looking for ways to improve their returns on digital advertising," said Rob Craig, CEO of 3TL Technologies, "the funding raised pursuant to going public will allow us to accelerate growth by expanding our sales team and adding features to Platform³ that brands have told us they want and need.  The public company platform will enhance our ability to acquire the talent and complementary technology we need to realize the tremendous opportunity to be a leader in consumer to consumer digital marketing."

The Acquisition constituted the Company's Qualifying Transaction under the rules and policies of the TSX Venture Exchange (the "TSX-V").  The Company previously announced the terms of the Acquisition in a news release dated May 2, 2014.  The shareholders of the Target received common shares of the Company (the "Common Shares") in exchange for their common shares of the Target (the "Target Shares") on the basis of 36,000,000 3TL Technologies Shares at a deemed price of $0.25 per Common Share in exchange for the 10,000,000 Target Shares issued and outstanding.  3 Tier is now a wholly-owned subsidiary of 3TL Technologies.  Upon closing of the Acquisition, two year secured convertible debentures of the Target in the aggregate amount of $1,015,000 automatically converted into Common Shares at a price of $0.10 per Common Share.

In connection with the Acquisition, the Company completed a brokered private placement financing (the "Brokered Financing") of Common Shares for aggregate gross proceeds of approximately $2.92 million based on the sale of 11,682,600 Common Shares at a price of $0.25 per share.  The Company engaged Global Securities Corporation to act as lead agent and Haywood Securities Inc. to act as agent on a commercially reasonable efforts basis in connection with the Brokered Financing.  As compensation for acting as agents, Global and Haywood received an aggregate cash commission equal to 8% of the gross proceeds raised, and compensation warrants entitling the agents to purchase Common Shares equal to 8% of the number of securities sold in the Brokered Financing, exercisable at a price of $0.25 per Agent's Share and expiring 24 months from closing of the Brokered Financing.

Proceeds from the Brokered Financing will be used to expand sales and marketing, ongoing product development and for general working capital.

About 3TL Technologies Corp.
Based in Vancouver, British Columbia, Canada, 3TL Technologies Corp. (TSX-V: TTM) is a digital media marketing technology company that was founded in 2008 by Robert Craig and Carlos Yong. The company's core product is Platform³, which was launched in early 2014. Platform³ is a consumer-to-consumer content marketing, data mining, loyalty and rewards platform used by brands to engage consumers on the web or mobile phone through digital and social channels. Platform³ enables brands to facilitate the distribution of relevant brand content through friend-to-friend sharing via social media. Platform³ collects and analyzes data to determine which consumers are most valuable to a brand based on their level of social media brand engagement.  The platform also incentivizes and rewards consumers for sharing brand content on their personal social channels.  Customers access Platform³ through a cloud-based subscription service. 3 Tier Logic has provided marketing technology solutions to Abercrombie & Fitch, Anthony Robbins, Best Buy, Hollister, Ivanhoe Cambridge, Juanita's Foods, MGM Resorts International, Maestro Dobel Tequila, Monster Beverage Corporation, Oakley, Pennsylvania Real Estate Investment Trust, Ralph Lauren, Red Bull, St. Louis Rams, Universal Music, US Performing Arts Camps, and dozens of other companies.  For more information, visit www.3tierlogic.com.  For additional information about the company please visit www.sedar.com.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this press release.

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.

This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds and the results of financing efforts, - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com).  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.  The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE: 3TL Technologies Corp

Robert Craig, CEO, Tel: [phone], email: [email protected]; Kim Oishi, Director, Tel: [phone], email: [email protected]