Vancouver, British Columbia, May 8, 2018 - RewardStream Solutions Inc. (TSXV: REW and Frankfurt: JL4L, WKN Number A2APX1) ('RewardStream' or the 'Company') is pleased to announce that it has agreed to sell the referral and reward business to a strategic partner. In order to facilitate the pursuit of new business opportunities that will increase shareholder value, the Company intends to reorganize itself by accepting an offer to purchase all of the outstanding shares of the Company's wholly owned subsidiary, RewardStream Solutions NA Inc. ('RSNA') by Buyapowa Ltd. ('Buyapowa') (collectively, the 'Reorganization'). Subject to approval of the Reorganization by the TSX Venture Exchange and by the Company's shareholders, immediately prior to completion of the Reorganization, the Company expects to transfer all of the assets and liabilities of its referral and reward business to its wholly-owned subsidiary RSNA through an asset purchase agreement.
'We are pleased to announce this reorganization, which we strongly believe is a win for both the operating company and the current shareholders,' stated Rob Goehring, CEO of RewardStream. 'The acquisition of the business by Buyapowa, a company pursuing the same business as RewardStream, but in Europe and Asia, will enable the staff and customers of RewardStream to continue independently while allowing the public company to seek new opportunities and thus create value for shareholders.'
Pursuant to a purchase and sale agreement (the 'RSNA Purchase Agreement') between the Company and Buyapowa dated May 4, 2018, the Company has agreed to sell to Buyapowa all the issued and outstanding shares in the capital of RSNA in consideration for a cash payment of C$150,000 and sliding scale royalty payment based on licence fees received from existing and active RSNA customers (the 'Royalty'). The Royalty commences at a 15% rate for an initial 11 month period and decreases over time, resulting in a perpetual 1% Royalty after a period of 47 months.
Completion of the Reorganization is subject to approval of the TSX Venture Exchange and the Company's shareholders, as well as other customary closing conditions. The Company and Buyapowa are at arm's length. No finder's fees are payable in connection with the Reorganization.
Shareholder Approval Details
The Company has called an annual general and special meeting of its shareholders (the 'Meeting') to, among other things, approve the Reorganization. The Meeting is scheduled to be held on Wednesday, June 6, 2018 at Suite 800 - 1199 West Hastings Street, Vancouver, British Columbia. Shareholders as of the record date will receive notice of, and be entitled to vote at, the Meeting. A management information circular will be mailed to shareholders of the Company and will provide additional information about the Reorganization.
The management information circular will include the unanimous recommendation of the board of directors of the Company for the Company's shareholders to vote FOR the Reorganization. The management information circular will be available on SEDAR under the Company's issuer profile at www.sedar.com.
For more information contact:
RewardStream Solutions Inc.
Rob Goehring, CEO
This news release includes certain statements that may be deemed 'forward-looking statements'. The use of any of the words 'anticipate', 'continue', 'estimate', 'expect', 'may', 'will', 'would', 'project', 'should', 'believe' and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on www.sedar.com.
Neither the 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.
About the author