Prodigy Ventures Inc. Announces Execution of Agreement for the Sale of TCB Corporation

TORONTO, Dec. 30, 2022 /CNW/ - Prodigy Ventures Inc. (TSXV: PGV) ("Prodigy" or the "Company") today announced that it has entered into an agreement (the "Agreement") dated December 30, 2022 setting out the terms of a proposed disposition (the "Transaction") by the Company of all of the issued and outstanding shares of TCB Corporation ("TCB"), the Company's wholly-owned subsidiary, doing business as Prodigy Labs. The proposed sale will be made to UST Global (Canada) Inc. or an affiliate thereof (the "Buyer"), a party that is at arm's length to Prodigy.

Pursuant to the terms of the proposed Transaction, Prodigy would receive cash consideration of up to $12.5 million, $8.5 million of which would be paid on closing and up to $4 million of which would be payable upon achieving certain EBITDA and revenue targets. The earn-out payment of up to $4 million is anticipated to be paid within sixty (60) days following the expiry of the earn-out period ending on June 30, 2024. In addition, Prodigy will be entitled to a payment in respect of TCB's working capital on closing which is anticipated to be approximately $500,000 but will vary based on the amount of accounts receivable collected following closing of the Transaction. There are no finders fees payable in connection with the Transaction.

Following completion of the Transaction, Prodigy intends to focus its efforts on its IDVerifact and FICANEX Technology businesses while continuing to review additional M&A opportunities and other strategic alternatives. This transaction completes the strategic transformation of Prodigy into a pure SaaS platform business, which has been its objective since inception.

The Transaction remains subject to the receipt of all applicable regulatory and third party approvals, including the approval of the TSX Venture Exchange (the "Exchange"), and the satisfaction of other closing conditions including no material adverse change having occurred between the execution of the Agreement and closing of the Transaction.  It is anticipated that shareholder approval for the Transaction will be required by the Exchange but that such approval will be provided by way of written consent of the holders of at least 50% of the outstanding common shares of Prodigy.  There can be no assurance that the Transaction will be completed as proposed or at all.

The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

About Prodigy Ventures Inc.

Prodigy delivers Fintech innovation. The Company provides leading edge platforms, including IDVerifact™ for digital identity, and tunl.™ for open banking and customer chat support, coupled with seamless integration of our partners best-of-breed Fintech platforms. Our services business, Prodigy Labs™, which is the business being sold, provides technology services for digital transformation. Digital transformation services include strategy, architecture, design, project management, agile development, quality engineering and staff augmentation. Prodigy has been recognized as one of Canada's fastest growing companies with multiple awards.

About UST

For more than 22 years, UST has worked side by side with the world's best companies to make a real impact through transformation. Powered by technology, inspired by people, and led by our purpose, we partner with our clients from design to operation. Through our nimble approach, we identify their core challenges, and craft disruptive solutions that bring their vision to life. With deep domain expertise and a future-proof philosophy, we embed innovation and agility into our clients' organizations—delivering measurable value and lasting change across industries, and around the world. Together, with over 30,000 employees in 30+ countries, we build for boundless impact—touching billions of lives in the process. Visit us at www.UST.com.

Forward-Looking and Cautionary Statements

Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. Such forward looking information includes references to the terms and conditions of the Transaction and the ability to satisfy the closing conditions. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the risks that the parties will not proceed with the Transaction; the delay or failure to receive all applicable regulatory and third party approvals or satisfy all applicable closing conditions; and risk factors set forth in the Company's Management's Discussion and Analysis for the three and six months ended September 30, 2022, a copy of which is filed on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.

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.

SOURCE Prodigy Ventures Inc.

PRODIGY VENTURES INC., Andrew Hilton, Chief Financial Officer, [email protected], 416-606-8833