Sprylogics International Corp. , an Ontario-based international provider of innovative mobile search and messaging monetization services, has announced that further to the press release of July 17, 2013, the Company has completed the acquisition of Alberta-based mobile local search service provider Poynt Inc .
“We are extremely excited to have this acquisition completed,” said Marvin Igelman, Chief Executive Officer of Sprylogics. “Poynt deeply enhances our IP going forward. We also believe that it compliments our strategic vision and it is an excellent catalyst for many untapped opportunities in local search worldwide. Our team is focused on bringing these opportunities to fruition and we look forward to the evolution and next generation of Poynt in the market.”
Sprylogics International develops advanced search and analysis technology. The patent pending technology platform uses Semantic and Machine Learning techniques to process, analyze and interpret unstructured data including real time conversation, in order to extract key sentiments, facts, user interests and intent. The technology platform is currently being used to develop innovative solutions related to search and discovery of products and places on mobile devices.
The following is a summary of the terms of the acquisition of Poynt by Sprylogics from the shareholders of Poynt:
• Sprylogics will be issuing the Vendors term notes with an aggregate principal amount of $2.5 million which will have the following repayment terms: maturity date of 2 years from closing; interest rate of 6.5% per annum payable in cash and/or shares at Sprylogics’ option; $250,000 of the principal amount to be repaid within 120 days of closing, together with accrued interest from the closing date; if Sprylogics completes any equity and/or debt financings while any amount under the term notes remains unpaid in any part, not less than 25% of the gross investment amount raised, less broker fees if applicable, pursuant to such financings shall be used to reduce at closing thereof the principal amount and all accrued and unpaid interest thereon outstanding at such time under the term notes; and, all amounts owing will be secured against the assets of Poynt. Pursuant to the foregoing payment provisions, a portion of the proceeds of the Offering will be paid to the Vendors upon satisfaction of the Escrow Release Conditions.
• Sprylogics shall issue the Vendors an aggregate of 10 million common shares of Sprylogics, subject to adjustment.
• Sprylogics shall make a payment to the Vendors on closing which will represent the operational expenses of Poynt from March 1, 2013, to be offset against revenues for the same period, and subject to adjustment post-closing. This payment is expected to be approximately $350,000 on closing (which includes management expenses paid to representatives of the Vendors for managing Poynt during the period), but this amount will likely be offset post-closing by revenues of Poynt which were earned during the period and are expected to be collected post-closing by Sprylogics. To the extent not in included in this amount, Sprylogics shall also pay to the Vendors any tax refund for the period prior to closing.
• Sprylogics will assume a claim of approximately $150,000 which is owed by Poynt pursuant to services previously provided with respect to the Poynt assets.
• The Vendors shall receive a royalty equal to an aggregate of ten percent (10%) of the gross revenues earned by Sprylogics, Poynt and all of their affiliates as a result of the exploitation of and litigation arising from the Poynt patents, provided, however, these amounts shall not encompass, in any manner, any income from the ordinary course of business of Sprylogics, Poynt and all of their affiliates, of any nature, including the income earned as a result of sales of any technology, products and/or services of any manner which may in whole or in part incorporate one or more of the Poynt patents (including, without limitation, the Poynt mobile application).
• If the mutual conditions and conditions in favour of Sprylogics with respect to closing the acquisition of Poynt are satisfied on or prior to the closing date but closing is not completed, Sprylogics shall pay the Vendors a $350,000 break fee.