Loop Insights Inc., 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.

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$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.”

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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.

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