Brisio Innovations Inc. (OTCPK:NTCE.F) signed a definitive share purchase agreement to acquire NameSilo, LLC from Michael Goldfarb, Michael McCallister and Chris McMurry for $9.5 million on March 7, 2018. Under the terms of the transaction, Brisio will acquire all of the issued and outstanding securities of NameSilo and, in consideration of which, Brisio will pay a total of $9.5 million to the members of NameSilo. Further, NameSilo Members will be entitled to certain earnout payments provided that the business achieves a specified EBITDA. All earnout payments will be made no later than August 15, 2018 and will be payable in cash and shares. The transaction is financed through a private placement of $1.89291 million. The funds used for this escrow payment were through bridge loan financings of approximately $4.77 million and $3.7971 million (CAD 5.0 million). After completion of the transaction Brisio intends to spin-out NameSilo as a separately listed entity on a Canadian Stock Exchange. If Brisio is unable to close the transaction, Brisio will be required to pay a break fee to NameSilo. NameSilo recorded approximately $11.1 million in annual recurring billings in 2017. The founders of NameSilo will continue in their current roles and continue operating the business. The transaction will not impact the existing operations of NameSilo. There are no planned changes to the system infrastructure or operational policies of the business. The transaction is subject to customary conditions contained in the Definitive Agreement as well as approval of the stock exchange, and Brisio completing sufficient financing to satisfy the purchase price. The closing of the transaction is anticipated to be July 2, 2018. As of July 12, 2018 the transaction is expected to close in Summer 2018.