DATABLE TECHNOLOGY ANNOUNCES SHARE CONSOLIDATION, REPLACEMENT OF OUTSTANDING DEBENTURES AND FINANCING AND PROVIDES UPDATE ON LOI WITH LOCAL MARKETING SOLUTIONS GROUP
VANCOUVER, BC, June 20, 2024 /CNW/ - Datable Technology Corporation (TSXV: DAC) (OTC Pink: TTMZF) (the "Company" or "Datable"), the developer of a proprietary, SaaS-based Consumer Lifecycle and Data Management Platform known as PLATFORM3, will implement the consolidation of its common shares in the capital of the Company (the "Shares"), replacement of outstanding convertible debentures due March 31, 2024 and April 22, 2024 (the "Debentures") and a private placement of common shares of up to $1,000,000 (the "Offering").
To optimize the capital structure of the Company and to attract financing, the board of directors of the Company has approved a share consolidation at a ratio of one post-consolidated Share for every ten (10) pre-consolidated Shares (the "Consolidation"). The Consolidation is anticipated to be completed in the immediate future, subject to TSX Venture approval. Immediately following the Consolidation, the issued and outstanding capital of the Company will be reduced to 22,107,235 Shares outstanding.
In connection with the Share Consolidation, the Company will be undertaking a private placement of up to 20,000,000 post-Consolidated Shares at $0.05 per post-Consolidated Shares to raise $1 million.
The Company intends to use the net proceeds raised from the Offering towards working capital and to fund the expenses of the proposed transaction with LMSG. The securities issued under the Offering will be subject to a statutory hold period in Canada expiring four months and one day from the closing of the Offering. Finders' fees or commissions may be payable to certain eligible persons.
The Company also announces its intention to replace $2.892 million of outstanding Debentures and all accrued and unpaid interest thereon with new convertible unsecured debentures (the "Replacement Debentures").
The Replacement Debentures have a maturity date of March 31, 2026 (the "Maturity Date") and may be converted into post-Consolidated Shares at any time from the date of issuance until the Maturity Date, at a conversion price of $0.05 per Share until August 15, 2024 and then $0.10 per Share thereafter.
The Debentures will bear interest of 10% per annum, on a semi-annual basis, payable in cash or Shares at the Company's election.
The Consolidation, the Offering and the Replacement Debentures are all subject to TSX Venture approval, and, where applicable, subject to shareholder or debenture holder approval. Certain insiders of the company will be participating in the offering and the debt settlement and are relying upon exemptions from Multilateral Instrument 61-101 pertaining to the protection of minority shareholders in related-party transactions.
Datable and Local Marketing Solutions Group, Inc. ("LMSG") remain in discussions to restructure the proposed transaction set out in the Letter of Intent ("LOI") signed on June 15, 2023 (see press release dated June 16, 2023) under which LMSG would purchase all of the material assets and liabilities related to Datable's SaaS business for equity in LMSG (the "Transaction"), such that post-Transaction Datable would own 15% of the outstanding and issued securities of LMSG. Due to material changes in the businesses of Datable and LMSG coupled with changing market conditions, both parties have agreed to extend the deadlines for reaching a definitive agreement and for closing dates to be determined by the structure of a revised transaction.
As previously announced in a press release dated February 20, 2024, Datable and LMSG both believe that the economies of scale and cross-selling opportunities that can be realized by a consolidation of complementary marketing companies at accretive valuations will drive shareholder value. LMSG and Datable have agreed to combine to provide a platform that will acquire and support the growth of U.S. and Canadian based marketing companies. To provide access to capital and support the LMSG's potential acquisitions, LMSG and Datable are considering several options with capital partners, including consolidating as a public company.
Datable has retained its core customers, including Fortune 500 companies that use PLATFORM3 to drive incremental revenues, enhance consumer engagement and build consumer loyalty. As previously reported, Datable reduced cash operating expenses by close to 48% and increased gross margin as a percentage of revenue to 49% (from 40% in 2022) for the nine-month period ended September 30, 2023. Revenue decreased by 26% for the nine-month period ended September 30, 2023, but was offset by the reduced expenses and increased gross margin percentages, such that net loss decreased by 57% for the period. Datable expects similar results for the year ended December 31, 2023.
LMSG provides marketing solutions and technology to national and international brands that drive revenue through local sales and marketing channels across the U.S. LMSG's customers include some of the largest global companies as well as small and medium sized businesses (SMBs) across the U.S. Datable and LMSG believe that a combination of the two companies will result in a company that can accelerate organic growth by better serving its customers with expanded products and services offered by a consolidated U.S. based sales team. To that end, the companies signed a cross-selling agreement (see press release dated January 30, 2023) and are working together to sell integrated products and services to the combined customer base.
LMSG reduced its operating expenses and has returned to operating profitability in 2024. It expects to report over US$10 million of revenue and US$800K of EBITDA in 2024 after restructuring its business due to the sale of a significant subsidiary.
In 2023, LMSG restarted its growth by acquisition strategy and has signed three letters of intent to acquire U.S. based marketing companies that generated approximately US$50 million of revenue and US$10 million of EBITDA in 2023. These companies provide products and services complementary to LMSG's offering and have long-term relationships with corporate and government customers that have significant marketing budgets. In addition to the companies under letters of intent, LMSG is building a pipeline of additional acquisition targets that meet their criteria for financial metrics, cross selling opportunities and management succession, all facilitated by a fragmented market sector that is ripe for consolidation and by their expertise in managing acquisitions.
The acquisition of Datable's SaaS business adds PLATFORM3, Datable's proprietary consumer data and marketing platform to LMSG's technology hub. Cross selling PLATFORM3 to LMSG's current customers and those of its acquisitions under LOI is expected to drive the growth of high-margin recurring revenues and enhance customer retention.
Neither 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
About Datable Technology Corporation
Datable has developed PLATFORM3 a proprietary Consumer Lifecycle and Data Management Platform that is sold to global consumer brands. PLATFORM3 is delivered as a subscription service (Software as a Service model) and used by some of the worlds' most valuable consumer brands to access new consumer communities and engage them while collecting, analyzing, and managing their first-party data. PLATFORM3 incorporates proprietary technology to monetize the consumer data, including demographics and purchasing behaviour, by sending consumers targeted offers by email and text messages. For more information, visit datablecorp.com.
About LMSG
Local Marketing Solutions Group (LMSG) was formed in 2012 by the executive management team of JGSullivan Interactive Inc. The purpose of LMSG, through merger and acquisition activity and organic growth, is to continue the expansion of offering the broadest and most efficient marketing solutions to national and international brands that drive revenue through local sales and marketing channels. LMSG provides marketing automation technology and a comprehensive set of supporting marketing services capabilities, allowing corporate marketing control of brand image while facilitating dissemination of product and service content and materials for local channels.
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 Datable Technology Corp.
For further information, please contact: Datable Technology Corp., Kim Oishi, Executive Chairman, (416) 804-9228, [email protected]
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