Loop Insights Announces Definitive Agreement To Complete $2,000,000 Acquisition Of Passcreator, A Leading European Digital Wallet And Mobile Marketing Company With Tier-1 Global Clients, In Anticipation Of Upcoming Major Business Developments

VANCOUVER, British Columbia, March 29, 2021 (GLOBE NEWSWIRE) — Loop Insights Inc. (MTRX:TSXV) (RACMF:OTCQB) (the “Company” or “Loop”), a provider of contactless solutions and artificial intelligence (“AI”) to drive real-time insights and enhanced customer engagement to the brick and mortar space, is pleased to announce the signing of a definitive agreement to acquire Mediahelden GmbH, d/b/a Passcreator (“Passcreator”) (the “Transaction”). Based in Munich, Germany, Passcreator is a leading European digital wallet and mobile marketing company with Tier-1 clients such as Mercedes-Benz and BMW.

$2,000,000 Acquisition of Passcreator to Provide Loop with Complete Control Over Its Wallet Pass Technology in Anticipation of Upcoming Major Business Developments

The Passcreator mobile wallet pass is built on Android and iOS Wallet pass technology. By acquiring Passcreator, Loop will vertically integrate its Wallet pass capabilities, as well as, gain access to Passcreator’s clients such as BMW and Mercedes Benz.

With this acquisition, Loop is taking its technology stack to the next level by both incorporating the Passcreator team and taking full control of its Wallet pass technology in anticipation of Loop’s next stage of significantly larger business developments. Specifically, significant interest garnered in the US, UK and European markets dictates that Loop secures and directly manages the further development of Passcreator’s Wallet Pass platform, which is able to deploy rapidly and at scale in up to 40 languages.

Loop Insights CEO, Rob Anson stated “In our December 2020 review I stated that Loop was very confident that significant developments would take place in 2021 that would see Loop grow by several magnitudes over 2020. With the first quarter of 2021 now complete, with some major pilot tests announced and a major pipeline shaping up, we have good reason to believe in the potential for significant developments in the UK, Europe, and globally. As such, our Passcreator acquisition is perfect in terms of both timing and fit with Loop’s technology to close on upcoming major developments. Moreover, I expect Passcreator itself to contribute significant revenue to Loop in 2021 and well beyond.”

Passcreator CEO, Mario C.G. Juhnke stated “We believe that the merging of two very proven technology companies will greatly accelerate further development and synergistic growth. Furthermore, the bridging of the markets of both Loop and Passcreator will serve to improve market resiliency and bolster confidence in the future.”

TERMS OF THE TRANSACTION

In consideration for the acquisition of Passcreator, Loop will pay US$2,000,000 (the “Purchase Price”) consisting of:

(i) US$123,000 paid in cash;

(ii) 1,301,430 common shares of Loop (each a “Loop Share”) being US$1,477,000 in Loop Shares at a price per share of US$1.1349/C$1.4277.

In connection with the Transaction, Loop will also make secured limited recourse loans to certain former shareholders of Passcreator in the aggregate amount of up to US$510,000.

Any Loop Shares issued in connection with the Transaction will be subject to a restricted period of four months and one day from the date of issuance, as well as a contractual escrow with 20% released on each of the dates of closing of the Transaction (the “Closing Date”) and the 3, 6, 9, and 12 month anniversaries thereof.

Additionally, upon closing, Loop will also grant an aggregate of 1,000,000 incentive stock options pursuant to its incentive stock option plan to certain officers of Passcreator being retained on a going-forward basis.

The closing of the Transaction is subject to and will occur following receipt of TSX Venture Exchange approval.

This Press Release Is Available On The Loop Insights Verified Forum On AGORACOM For Shareholder Discussion And Management Engagement https://agoracom.com/ir/LoopInsights/forums/discussion

About Passcreator

Passcreator is a German wallet pass software company that offers clients a software as a service solution for mobile marketing. Compatible with wallet apps on both iOS and Android, Passcreator seamlessly integrates with existing marketing platforms, as well as supports the creation of new ones. Furthermore, Passcreator is fully GDPR compliant and highly scalable. This solution is suitable for companies of all sizes.

Passcreator is used by various market leaders worldwide in a variety of markets and industries, predominantly in the white label version. Passcreator has been on the market since 2012, which makes us one of the most experienced market participants.

About Loop

Loop is a Vancouver-based Internet of Things (“IoT“) technology company that delivers transformative artificial intelligence (“AI“) automated marketing, contact tracing, and contactless solutions to the brick and mortar space. Its unique IoT device, Fobi, enables data connectivity across online and on-premise platforms to provide real-time, detailed insights and automated, personalized engagement. Its ability to integrate seamlessly into existing infrastructure, and customize campaigns according to each vertical, creates a highly scalable solution for its prospective global clients that span industries. Loop Insights operates in the telecom, casino gaming, sports and entertainment, hospitality, and retail industries, in Canada, the US, the UK, Latin America, Australia, Japan, and Indonesia. Loop’s products and services are backed by Amazon’s Partner Network and sold through the TELUS IoT Marketplace.

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Cautionary Disclaimers

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Notice Regarding Forward-Looking Statements

Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the closing of the Transaction; the receipt of conditional approval from the TSX Venture Exchange; the expectation that closing will occur shortly after TSX approval; the expectation that due diligence will be completed and no material deficiencies will be identified; that the parties will enter into definitive agreements with respect to the Transaction on terms acceptable to all parties; post-closing objectives of Loop for the Passcreator brand and business; the expectation of additional revenues to Loop post-closing; the expectation that Passcreator revenues may continue to grow as expected; that the Transaction may position Loop for future growth through additional strategic acquisitions; and that the founders of Passcreator will assist Loop with the transition of operations post-closing and will use best efforts to act as management for Passcreator post-closing in accordance with new employment agreements entered into with them. There are numerous risks and uncertainties that could cause actual results and Loop’s plans and objectives to differ materially from those expressed in the forward-looking information, including (i) inability to close the Transaction for any reason; (ii) COVID-19 risks; (iii) difficulties and delays associated with integrating and growing the Passcreator business post-closing; (iv) risks inherent in the online marketing software and technology industries in general; (v) other factors beyond the control of the Company; and (vi) risks outlined in Loop’s publicly filed documents available on SEDAR. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.