Item 1.02 Termination of a Material Definitive Agreement.
On December 19, 2019, SITO Mobile, Ltd. (the "Company") received a written
notice (the "MediaJel Notice") from MediaJel, Inc. ("MediaJel") alleging that
the Company had materially breached that certain Agreement and Plan of Merger,
dated as September 14, 2019 (the "Merger Agreement"), by and among MediaJel, the
Company, MJ Acquisition Corp. and Jonathan Black, as the representative of the
equityholders of MediaJel, which agreement was previously announced by the
Company on September 19, 2019. The MediaJel Notice purported to terminate the
Merger Agreement under Section 7.1(c) thereof and requested that the Company pay
the Break Fee (as defined in the Merger Agreement) by the second business day
following the date of the MediaJel Notice.
On December 27, 2019, the Company provided a written notice (the "SITO Notice")
to MediaJel alleging that MediaJel is in material breach of various provisions
of the Merger Agreement, that MediaJel therefore had no right to terminate the
Merger Agreement under Section 7.1(c) thereof and that the MediaJel Notice did
not constitute an effective termination of the Merger Agreement. The SITO Notice
did not acknowledge or agree to any alleged breach of the Merger Agreement by
the Company and reserved all of SITO's rights with respect to the Merger
The Company and MediaJel are currently in discussions regarding an agreement to
mutually terminate the Merger Agreement under Section 7.1(a) thereunder,
pursuant to which no Break Fee would be payable by either party. Such a mutual
termination will be announced when finalized.
© Edgar Online, source Glimpses