3TL Technologies Corp. to Acquire RewardStream Inc.

Adding complementary software, major brand customers and recurring revenues

VANCOUVER, Jan. 29, 2015 /CNW/ - 3TL Technologies Corp. (TSXV: TTM)("3TL" or the "Company") announced today that it has signed a letter of intent ("LOI") to acquire all of the issued and outstanding securities of RewardStream Inc. ("RS"), a private company incorporated in British Columbia. The purchase price (described below) will be paid through a combination of common shares of 3TL and cash, and will include deferred consideration tied to performance.  The LOI is non-binding and includes a number of conditions including the negotiation and settlement of a definitive agreement, regulatory approvals and satisfactory completion of customary due diligence.

In 2011 RS launched Spark, a software as a service ("SaaS") product that enables enterprises to reward existing customers for referring their friends and family through email and social channels.  Spark provides compelling and measureable ROI to large enterprise customers by automating the digital referral process and tracking the resulting revenues by linking the Spark platform to the customer's purchasing data.  RS has a track record of delivering referral and loyalty marketing solutions to major enterprise customers including RBC, Rogers, BC Lottery Corporation, Allianz, Virgin Mobile, Boost Mobile and a growing base of financial services businesses, ecommerce retailers and consumer goods companies.  In the past two years referrals generated on RS' referral marketing software platform have lead to an estimated $200 million in new business for its customers.  In the fiscal year ended September 30, 2014 RS generated approximately $1.86 million in revenues, including over $1 million in recurring revenue.

"RS brings 3TL complementary software, recurring revenues from major enterprise customers and a strong sales and development team," said Robert Craig, CEO of 3TL Technologies. "The Spark platform will enable our customers to further leverage and monetize the value of Platform³, 3TL's consumer-to-consumer digital marketing platform, by offering major brands a proven solution for automating referrals and tracking the resulting revenues via a direct link to their purchasing data.  The fact that major financial institutions and telecommunications companies have implemented Spark with great results gives us confidence that combining our platforms, customer bases, and sales teams will accelerate growth."

"3TL is a great fit for RS as both companies enable major enterprises to harness the power of recommendations from friends through email and social channels via proprietary digital platforms," said Rob Goehring, CEO of RewardStream. "We believe that 3TL's Platform³ technology will improve the ROI we have been delivering with our Spark referral platform by giving brands the ability to identify and reward brand ambassadors for sharing valuable content on Facebook, Twitter and Instagram.  We are excited by the potential for offering a disruptive, differentiated and measureable value proposition to major consumer brands, financial services companies and retailers by integrating our SaaS platforms."  

The purchase price for the acquisition will be $4 million plus earn-out consideration of up to $2 million for achieving certain performance targets in the 12-month period following the close of the acquisition, paid out as follows:

• $3,000,000 of common shares of 3TL upon closing of the acquisition (the "Close"), at a price equal to the volume weighted average price ("VWAP") for the 20 trading days prior to the Close, with a collar of $0.25 to $0.50;
• $1,000,000 in cash upon the Close; and, 
• earn-out consideration of up to $2 million payable 12 months after the Close for achieving revenue performance targets related to total revenues and percentage of combined post acquisition revenues, in cash or common shares of 3TL at the discretion of 3TL, if in shares they will be priced at the VWAP for the 20 trading days before the period ending 12 months after the Close.

"It is part of our strategy to look at opportunities to consolidate within the digital marketing space," said David Raffa, Chairman of 3TL.  "RS represents our first step in this direction and we intend to continue looking for other opportunities to acquire companies that add value to our platform and add scale to our business."

3TL believes that the combined entity will be well positioned to be a leader in providing major brands, financial services companies and retailers with a consumer-to-consumer digital marketing and referral platform that delivers a measurable ROI on their digital advertising budgets and recurring revenues for the Company.               

About RewardStream Inc.
RewardStream specializes in the tactical execution of referral marketing programs that help brands to acquire, engage, and retain their most valuable stakeholders – customers. By utilizing an innovative blend of marketing insight and proprietary technology, RewardStream turns an existing customer base into a powerful new sales channel for all of our clients.  RewardStream delivers a scalable, real-time technology platform as the foundation of our client's referral program. The platform provides customer acquisition programs that deliver new, highly loyal customers at the lowest cost per acquisition. Our award-winning marketing solutions have powered loyalty and referral marketing programs across 39 countries for brands including Sprint, Boost Mobile, Virgin Mobile, T-Mobile, TD Bank, RBC, Envision Financial, First Calgary, Puritan's Pride, Nestle, Allianz, BC Lottery Corporation and more. For more information please visit www.rewardstream.com.

About 3TL Technologies Corp.
The company's core product Platform³, launched in early 2014, 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, 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

3 Tier Logic, Robert Craig, Chief Executive Officer, [phone], [email protected]; or Ali Mahdavi, Managing Director, Spinnaker Capital Markets Inc., [phone], [email protected]