NextPoint Files Final Prospectus and Adds Directors to Proposed Board

• Anticipated transaction closing on or about July 2, 2021
• Nik Ajagu, former Head of Global Advertising Technology Partnerships at Facebook, and Alicia Morga, Founder of Consorte Media and No. 8 Media, both proposed to join NextPoint Financial board

All amounts in U.S. dollars.

TORONTO, June 7, 2021 /CNW/ - NextPoint Acquisition Corp. (TSX: NAC.U) (TSX: NAC.WT.U) ("NextPoint" or the "Company"), a publicly traded special purpose acquisition corporation ("SPAC"), announced today that the Company has filed its final non-offering prospectus (the "Prospectus") in connection with its previously announced qualifying acquisition to acquire (the "Transaction") Franchise Group Intermediate L 1, LLC ("Liberty Tax") and LoanMe, Inc. ("LoanMe"), to be renamed NextPoint Financial Inc. ("NextPoint Financial"). NextPoint currently expects the Transaction to close on or about July 2, 2021.

The Transaction

On February 22, 2021, NextPoint announced definitive purchase agreements to acquire Liberty Tax, a leading tax return preparation service provide with approximately 1.6 million customers, and LoanMe, an established consumer and small business lender.

Through industry-leading digital platforms and approximately 2,700 retail locations across the United States and Canada, NextPoint Financial plans to become a single source solution for financial services and products for both underserved individuals and small businesses.

NextPoint Financial is expected to generate $100 million in pro forma adjusted EBITDA in 2021, increasing to $249 million in pro forma adjusted EBITDA by 2023, primarily through the sale of LoanMe's products across the Liberty Tax customer base and through the launch of new financial products and services. At the current share price, the Company's enterprise value to pro forma adjusted EBITDA in 2021 calculates to a multiple of 6.4x.

NextPoint has obtained a commitment for a new US$200 million revolving credit facility and has received commitments to purchase $25 million of NextPoint common stock equivalents at a price of $10 per share, which may be used by NextPoint to fund the Liberty Tax and LoanMe cash purchase prices and general corporate purposes.

New Proposed Directors

The Company has added Nik Ajagu and Alicia Morga as proposed directors to the board of NextPoint Financial.

Nik Ajagu is a Bay Area-based investor and entrepreneur. Mr. Ajagu worked at Facebook from 2007 to 2019 where he built out Facebook's direct sales operations in the United States, Canada, and Latin America as Head of Media Solutions Americas, and later served as Facebook's Global Head of Advertising Technology Partnerships. Prior to Facebook, Mr. Ajagu helped launch Ecosystem Ventures where he worked from 2005 to 2007, contributing to the growth and development of companies such as Autonet Mobile (acquired by Lear Corporation in 2015) and Playspan (acquired by Visa in 2011). Mr. Ajagu has co-founded various companies, including Code and Canvas, a San Francisco-based co-working and arts space in 2013, and Barrel and Ink, a Napa-based company focused on wine and design that launched in 2014. He also previously served on the board of Kabuni, a Vancouver-based e-commerce company from 2015 to 2016.

Alicia Morga is the founder and CEO of No. 8 Media, Inc. Formerly, Ms. Morga was the founder and CEO of Consorte Media, Inc., a venture-backed digital marketing company. Prior to Consorte, Ms. Morga worked in venture capital for The Carlyle Group and Hummer Winblad Venture Partners, was a corporate attorney for Wilson Sonsini Goodrich & Rosati, and an investment banker at Goldman, Sachs & Co. Ms. Morga was named a Young Global Leader by the World Economic Forum and one of the Most Influential Women in Technology by Fast Company. She holds a J.D. from Stanford Law School and a B.A. from Stanford University.

Mr. Ajagu and Ms. Morga join the following slate of proposed independent directors:

• John Lederer: current Executive Chairman of Staples, Inc. and a Senior Advisor at Sycamore Partners LLC; former Chief Executive Officer of US Foods, Chairman and CEO of Duane Reade Holdings, Inc. and President at Loblaw Companies Limited; currently serves on the boards of US Foods, Inc., Maple Leaf Foods Inc., and Walgreens Boots Alliance, Inc.
  
  
• Jean Birch: more than 20 years of consumer retail experience running large restaurant companies, such as IHOP, Macaroni Grill and Corner Bakery Café; currently a director of Charlotte's Web Holdings, Jack in the Box, CorePoint Lodging, and Forrester Research.
  
  
• William Minner: most recently a director of Franchise Group, Inc. and Chair of its audit committee; served as a Chief Financial Officer and consultant since 1996 to over 25 companies; previously Chairman, President and Chief Executive Officer of Suburban Federal Savings Bank.
  
  
• Wendy Lane: Over 29 years of experience as a corporate director on 11 boards, three of which were internationally-based; previously chair of the Audit Committee of Laboratory Corporation, member of the Audit Committee of Willis Towers Watson plc and its predecessor; founded and chaired the Audit and Risk Committee of Al-Dabbagh Group Holding Co. Ltd.; sat on the Audit Committee of UPM-Kymmene Corporation, a $16 billion Finnish paper, pulp and energy company.
  
  
• Logan Powell: currently Marilyn and Charles H. Doebler IV Dean of Admission at Brown University, chair of the council of Ivy deans of admission and serves on several national non-profit advisory boards; previously director of admission at Princeton University, senior associate dean of admission at Bowdoin College and senior admissions officer at Harvard University.

About NextPoint 

NextPoint Acquisition Corp. is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia.  As previously announced, NextPoint has entered into agreements to acquire, contemporaneously, Liberty Tax, and LoanMe.  The transactions, expected to close in the second quarter of 2021, will anchor NextPoint's one-stop financial services business for consumers and small businesses. The Prospectus describing the transaction and NextPoint's business can be found under NextPoint's profile at www.sedar.com. 

Forward-Looking Statements

Some of the statements contained in this press release are forward-looking statements within the meaning of applicable securities law and forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are all statements other than those of historical fact, and generally may be identified by the use of words such as "anticipate," "believe," "continue," "estimate," "expect," "future," "intend," "may," "model," "outlook," "plan," "pro forma," "project," "seek," "should," "will," "would" or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, statements regarding the closing of the Transaction, the Corporation proposed board of directors business plans and strategies, expansion and acquisition opportunities, growth prospects and consumer and industry trends. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of NextPoint's management and are not guarantees of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ materially from those contained in or implied by such forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of NextPoint. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include, among others: the effect of economic conditions on the industries and markets in which Liberty Tax and LoanMe operate, including financial market conditions, fluctuations in prices, interest rates and market demand; the ability of the parties to successfully or timely consummate the transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transactions; risks associated with completion of the credit commitment and private placement including investors' commitment to fund their subscription amount; failure to realize the anticipated benefits of the transactions; the effects of competition on future business; risks related to the organic and inorganic growth of future business and the timing of expected business milestones; the amount of redemptions, if any, made by NextPoint's shareholders in connection with the transactions; the potential adverse effects of the ongoing COVID-19 pandemic on business and the U.S. economy; declines or unanticipated changes in consumer demand, possible departures from the combined company's senior management team; integration risks associated with acquisitions; changes in applicable laws and regulations and the significant expense of operating in a highly regulated industry; the combined company's ability to make payments on its indebtedness; and those factors discussed in documents of NextPoint filed, or to be filed with Canadian securities regulatory authorities. There may be additional risks that NextPoint does not know or that NextPoint currently believes are immaterial that could also cause actual results to differ from those expressed in or implied by these forward-looking statements. In addition, forward-looking statements reflect NextPoint's expectations, plans or forecasts of future events and views as of the date of this press release. NextPoint undertakes no obligation to update or revise any forward-looking statements contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these forward-looking statements.

The projections, estimates and targets in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Liberty Tax's, LoanMe's and NextPoint's control. A list of assumptions is set out in the Prospectus. While all projections, estimates and targets are necessarily speculative, NextPoint believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying projected, expected or target results are inherently uncertain and are subject to a wide variety of risks and uncertainties, including but not limited to those mentioned above, that could cause actual results to differ materially from those contained in such projections, estimates and targets. The inclusion of projections, estimates and targets in this document should not be regarded as an indication that Liberty Tax, LoanMe and NextPoint or their respective representatives considered or consider such financial projections, estimates or targets to be a reliable prediction of future events, see above.

Non-GAAP Financial Measures

Some of the financial information and data contained in this press release, such as adjusted EBITDA has not been prepared in accordance with IFRS. Liberty Tax and LoanMe use non-IFRS measures including adjusted EBITDA which may be calculated differently by other companies. Non-IFRS measures and metrics are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. NextPoint also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of companies in similar industries. A reconciliation of Adjusted EBITDA to Net Income for each of Liberty and LoanMe is provided in the Prospectus. All pro forma projected financial information included herein is preliminary and subject to risks and uncertainties. Any variation between NextPoint Financial's actual results and the projected financial information included herein may be material.

Certain Other Matters

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws of any such jurisdiction.  The securities of NextPoint have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons," as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.

SOURCE NextPoint Acquisition Corp.

Contact Information: Investors: Marc Charbin, [email protected], 416-467-5229; Media: Kieran Lawler, [email protected], 416-303-0799