Wishpond Completes Acquisition of Invigo Media Corp., a Leader in Providing Digital Marketing Solutions to Medical Clinics

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The acquisition of Invigo is immediately accretive to Wishpond, expands Wishpond's business into the medical and digital health sectors and will help to accelerate Wishpond's product roadmap.

VANCOUVER, BC, Jan. 8, 2021 /CNW/ - Wishpond Technologies Ltd. (TSXV: WISH) ("Wishpond" or the "Company"), a provider of marketing-focused online business solutions, is pleased to announce that the Company has completed its previously announced acquisition of substantially all the assets of Invigo Media Corp. and its affiliates, EverGenius LLC, and Invigo Media LLC (the "Invigo Group" or "Invigo"). Based in Surrey, BC, Invigo is a profitable and growing marketing technology and services company primarily focused on serving medical clinics. Over the last six months Invigo has achieved an annualized revenue run-rate of approximately $2.7M and EBITDA⁽¹⁾ margins exceeding 20%. Invigo's sales have been growing at over 20% compound annual growth rate over the past three years.

"We are pleased to welcome Bob Mangat and the Invigo team of highly specialized medical marketing experts to the Wishpond family," said Ali Tajskandar, Wishpond's Chairman and CEO. "We share the same overarching goal of making digital marketing accessible for small-to-medium-sized businesses and helping them achieve success online. Furthermore, we are delighted to have chosen Invigo as Wishpond's first acquisition which is in line with our strategy to grow inorganically through tuck-in acquisitions of marketing & sales technology companies and marketing agencies."

Founded in 2015, Invigo is revolutionizing medical marketing practices through a comprehensive range of digital marketing services for medical clinics throughout the United States and Canada. Invigo has generated thousands of leads/patients using a systematic and formulaic marketing process. Invigo has served some of the leading medical companies across numerous industries including health & wellness, cosmetic dentistry, plastic surgery, orthopedics, cardiology, dentistry, dermatology, pain management and ophthalmology. Invigo helps medical practitioners grow their clinical practices through a comprehensive range of marketing, web and social media services.

Invigo has also developed its own proprietary technology solutions providing advanced client relationship management and performance marketing tools which are complementary to Wishpond's "all-in-one" marketing platform and will help to accelerate Wishpond's own product roadmap. Over the past five years, the Invigo Group has developed a comprehensive client retention and relationship management software, EverGenius, tailored to the medical and adjacent industries designed to generate, nurture, and convert leads from a centralized platform. The platform's key features include customer relationship management (CRM), reputation management, call tracking, marketing automation tools, mobile marketing through SMS, pay per click management, sales funnels, and analytics.

Invigo's growth model is based on a predictable sales engine to medical customers that has generated strong cash flow. Invigo's revenue is substantially subscription-based recurring revenue, which provides high revenue and cash flow visibility. Invigo will continue to be operated with the assistance of its proven founder Bob Mangat, an industry veteran and expert of digital and offline marketing strategies.

"We look forward to working with the Wishpond team and further expanding our reach within the digital health sector and adjacent verticals across North America," said Invigo Group founder Bob Mangat. "Furthermore, I believe Invigo can greatly benefit from leveraging Wishpond's marketing expertise and resources, leading to increased growth in the business."

In consideration for the acquisition of Invigo, Wishpond provided a cash payment of $835,000 and a two-year performance earn-out that may be paid in cash, Wishpond common shares (each, a "Share"), or a combination thereof, at the company's discretion. The two year earn-out will be based on Adjusted EBITDA⁽²⁾ of the acquired business and is payable on a quarterly basis. Based on the business's projected post-closing EBITDA, the Company anticipates the total purchase price to be approximately $3 million, including the closing cash payment and the earn-out payments. The asset purchase agreement provides the maximum aggregate value of all earn-out payments will not exceed $10 million. Any Shares will be issued at a deemed price per Share equal to the prior 5-day VWAP of the Shares on the TSX Venture Exchange (the "TSXV") on the payment date. Any Shares issued in connection with the earn-out will be subject to a restricted period of four months and one day from the date of issuance.

Footnotes:

1. Unaudited EBITDA is a Non-GAAP measure. Earnings before interest, taxes, depreciation and amortization ("EBITDA") should not be construed as alternatives to net income/loss determined in accordance with IFRS. EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company believes that EBITDA is a meaningful financial metric as it measures cash generated from operations which the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives.
2. Adjusted EBITDA, for the purposes of the earn-out calculation, will be Unaudited EBITDA adjusted to exclude foreign exchange gains/losses and non-operating income or expenses and to include management compensation (salary and any stock-based compensation).

About Wishpond Technologies Ltd.

Based out of Vancouver, British Columbia, Wishpond is a provider of marketing focused online business solutions. Wishpond's vision is to become the leading provider of digital marketing solutions that empower entrepreneurs to achieve success online. The Company offers an "all-in-one" marketing suite that provides companies with marketing, promotion, lead generation and sales conversion capabilities from one integrated platform. Wishpond replaces entire marketing functions in an easy-to-use product, for a fraction of the cost. Wishpond serves over 2,000 customers who are primarily small-to-medium size businesses (SMBs) in a wide variety of industries. The Company has developed cutting edge marketing technology solutions and continues to add new features and applications with great velocity. The Company employs a Software-as-a-Service (SaaS) business model where substantially all the Company's revenue is subscription based recurring revenue which provides excellent revenue predictability and cash flow visibility. Wishpond is listed on the TSX Venture Exchange under the ticker "WISH". For further information, visit: www.wishpond.com.

Cautionary Disclaimers

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Notice Regarding Forward Looking Statements

Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward looking statements in this news release include statements that: the acquisition is intended to provide advanced performance marketing tools that are complimentary to Wishpond's product offerings; access to Invigo's technology platform is expected to help accelerate Wishpond's product roadmap and Wishpond's outbound sales model can be used to expand Invigo's reach within the digital health sector and adjacent verticals across north America and accelerate Invigo's sales growth and maintain its profitability; that the total purchase price is anticipated to be approximately $3 million; that Invigo's founder will continue to assist with leading the team; and Wishpond's intention to pursue a strategy to grow inorganically through tuck-in acquisitions of marketing technology companies and digital marketing agencies and to become the leading provider of digital marketing solutions that empower entrepreneurs to achieve success online. There are numerous risks and uncertainties that could cause actual results and Wishpond's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) COVID-19 risks; (ii) difficulties and delays associated with integrating and growing the Invigo Group business; (iii) risks inherent in the online marketing software and  agency industry in general; (iv) other factors beyond the control of the Company; and (v) risks outlined in Wishpond's publicly filed documents available on SEDAR. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

Neither the 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.

SOURCE Wishpond Technologies Ltd.

Pardeep S. Sangha, Investor Relations, Wishpond Technologies Ltd., [email protected], 604-572-6392