Playmaker Capital Inc. (TSXV:PMKR) entered into agreement to acquire Wedge Traffic Limited for $31.2 million on October 17, 2022. The purchase price consideration of $31.2 million, which consisted of a cash payment on closing of $8.5 million, the issuance on closing of 3,694,933 Playmaker common shares priced at CAD$0.75 per Playmaker Share, and contingent consideration of approximately $20.7 million. The contingent consideration consists of two separate earn-out payments in an aggregate amount of approximately $16.7 million (the ?Earn-out Consideration?), payable to the sellers upon achieving certain revenue and EBITDA targets in each of the 12-month periods ending December 31, 2023 and December 31, 2024. The Earn-out Consideration is payable through a combination of cash and common shares of Playmaker, subject to the approval of the TSXV, and provided that the maximum number of Earn-out Shares issuable to satisfy the Earn-out Consideration is equal to an aggregate of 16,812,307 Earn-out Shares. Additionally, as part of the contingent consideration, the sellers are eligible for two separate deferred cash payments of $1.5 million and $1.0 million if certain EBITDA thresholds are achieved in each of 2023 and 2024, respectively, and two separate milestone payments of $750,000 each if certain revenue thresholds are achieved at any time following closing. Founders Dan Kersh and David Copeland will join Playmaker?s senior leadership team. In connection with closing of the Transaction, an arm?s length financial advisor of the vendors shall be entitled to 1.75% of the aggregate consideration payable to the vendors pursuant to the terms of a commission agreement between Wedge and the financial advisor. In the year ended December 31, 2021, Wedge generated revenue of US $2.9 million and EBITDA of $1.7 million.

Playmaker Capital Inc. (TSXV:PMKR) completed the acquisition of Wedge Traffic Limited on October 17, 2022. Ian Cooper, Alex Karski and Ollie Woodward of BDO acted as financial due diligence advisors to Playmaker Capital in the transaction. As of March 20, 2023, the aggregate consideration paid was approximately $30,320,398. The purchase price consideration consisted of (i) a closing cash payment of $8,500,000, (ii) the issuance of 3,694,933 common shares on closing, priced at C$0.75 per share, and (iii) the contingent consideration of approximately $18,465,000, payable to the sellers upon Wedge achieving certain revenue and EBITDA targets in each of the 12 month periods ending December 31, 2023 and December 31, 2024, including the eligibility for two separate deferred cash payments of $1.5 million and $1 million if certain EBITDA thresholds are achieved and two payments of $0.75 million if certain revenue thresholds are achieved.