|By Marketwired .||
|July 22, 2014 12:21 PM EDT||
TORONTO, ON--(Marketwired - July 22, 2014) - ISIS Lab Corporation (TSX VENTURE: LAB) (FRANKFURT: ISX) (Frankfurt WKN: A1XB97) (the "Company" or "ISIS") is pleased to announce that further to its press release of June 25, 2014, it completed the acquisition of Vast Studios Inc. ("Vast") on July 21, 2014 whereby Isis acquired all the outstanding common shares of Vast (the "Acquisition"). Vast, a private Ontario corporation established in 2007 with its head office in Toronto, is a developer of casual games for PC, Mac, iOS and Android platforms.
The Acquisition was completed pursuant to the terms of a share purchase agreement dated July 21, 2014 (the "SPA") between Isis, Vast and Messrs. Hamed Abbasi; Jon Caculovic and Serguei Kloubkov, the three founders and shareholders of Vast (the "Sellers"). Under the SPA, the Company agreed to pay an adjusted purchase price of C$1,729,463 (subject to further adjustment in certain circumstances) for all of the issued and outstanding shares of Vast. On closing, Isis paid the Sellers in aggregate C$629,463 in cash and C$600,000 by the issuance of 1,279,290 common shares of the Company at a price of C$0.469 per share. Under the SPA, the Company will make two additional payments to the Sellers on each of January 21, 2015 and July 21, 2015, with each payment comprised in aggregate of C$50,000 payable in cash and C$50,000 satisfied by the issuance of common shares of the Company. Lastly, on a date no later than January 21, 2016, the Company will pay the Sellers an earnout payment of up to C$300,000 in aggregate, which earnout payment is subject to reduction in the event the annualized revenue attributable to Vast's business for the twelve month period after closing falls below a certain target. 1/3 of the earnout amount will be payable in cash and 2/3 will be payable by issuance of common shares of the Company. All common shares issuable to the Sellers subsequent to closing will be at the price of C$0.469 per share, or the 20-day volume weighted average price of the common shares of the Company on the TSXV ending on the day before the issue date, whichever is higher.
On closing of the Acquisition, Vast became a wholly-owned subsidiary of Isis. All Sellers have agreed to remain as employees of Vast and have entered into employment agreements with Vast to continue their roles as officers of Vast, with Mr. Hamed Abbasi as President of Vast; Jon Caculovic as Chief Operating Officer of Vast; and Serguei Kloubkov as Chief Technical Officer of Vast. Mr. Daniel Kajouie, Chairman, President and CEO of Isis, was appointed as the Chief Executive Officer of Vast. On closing, the board of directors of Vast resigned and were replaced by Messrs. Daniel Kajouie, Tito Gandhi and Neil Said, all directors and/or officers of Isis.
Also on closing of the Acquisition, Vast obtained an extension of its bank credit facilities in aggregate principal amount of C$500,000, comprised of a demand facility of C$200,000 and a term facility of C$300,000. Both credit facilities have been fully drawn down by Vast, and bear interest at a rate of prime plus 2% per annum for the demand facility and prime plus 3% per annum for the term facility. The term facility matures on July 31, 2014. The extended Vast credit facilities are secured by the assets of Vast and are guaranteed by Isis for a total guaranteed amount of C$520,000.
"We are delighted to have Vast join the Isis organization," said Daniel Kajouie, Chairman, President and CEO of Isis. "Vast, over the years has demonstrated its capability to produce profitable games for its publishers. At Isis, we believe the future of gaming will reside at the intersection of social and real money games. With mobile gaming expanding more rapidly than ever, the acquisition of Vast will fuel our ability to expand development into this growing sector and provide proprietary games to our customers."
Mr. Hamed Abbasi, President of Vast and one of the Sellers, also commented. "We're extremely excited to join the growing team at ISIS. Our mission to create the best casual games in the industry will continue with ISIS. We're delighted to combine our many years of development experience with Isis' deep understanding of the social gaming market."
About Vast Studios Inc.
Vast Studios Inc., located in Toronto Ontario, is a premier video game developer for the casual mobile and PC markets. Established in 2007, Vast has developed and released a substantial library of titles, utilizing its proprietary technology. Vast's titles are available on PC, Mac, iOS and Android platforms in 10 languages.
About ISIS Lab Corporation
ISIS was the winner of The 2013 Most Innovative Start-up Company of the year at the GIGSE Conference in San Francisco, California, and is the developer and provider of an award winning social gaming software platform. With experienced social gaming leadership and development teams, ISIS looks to leverage the anticipated growth in regulated, real-money, online gaming through the application of the social graph and the gamblification of social games. The ISIS platform was developed for both social gaming and monetized gaming for clients operating within regulated markets. For ISIS clients operating within fully regulated markets the company offers a turnkey solution including a full commerce application and back office suite.
The Company's flagship product ISISFriends® will be the first true social network built and regulated for the online gaming market providing audiences within regulated markets with a product differentiator from a social interaction perspective and is on track to have the largest portfolio of games available for social online gaming. ISISFriends® cutting-edge technology is designed to be future ready, scalable, modular, with the capability to expand integrations without limitation, and is capable to support third-party game integrations, cashier support, customer support, social networking, and backend operator support.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Information:
Certain statements in this press release constitute "forward looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as "may'', "will'', "expect'', "believe'', "plan'' and other similar terminology. These statements include, but are not limited to, that Isis will make future payments and issue additional shares in the future; that Isis will make earn out payment in the future, the expected timing of these payments and expected price for the shares; management's belief that the future of gaming will reside at the intersection of social and real money games; management's expectation that the Acquisition will fuel Isis' ability to expand development; management's expectation to continue to create the best casual games in the industry; that ISISFriends® will be the first true social network built and regulated for the online gaming market, that ISISFriends® is on track to have the largest portfolio of games available for social online gaming, and that the regulated, real-money online gaming market is anticipated to grow. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. The forward looking statements involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, delays with the launch of ISISFriends® and the acceptance of the product in the target market, competition in the industry and markets in which the Company operates, the Company's stage of development, long term capital requirements and future ability to fund operations, regulatory requirements, general economic, market or business conditions and future developments in the sectors of the economy in which the business of ISIS operates. The foregoing list of factors is not exhaustive. Please see the Company's prospectus dated October 23, 2013 and other documents available on www.sedar.com, for a more detailed description of the risk factors. The Company undertakes no obligation to update publicly or revise any forward looking information, whether a result of new information, future results or otherwise, except as required by law.
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