Xcyte Digital Corp. Signs Agreement for Proposed Shares for Past and Continuing Services
Not for distribution to United States newswire services or for dissemination in the United States. POMPANO BEACH, FL / ACCESSWIRE / September 3, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte” or the “Company“), a trusted global events technology company, specializing in next-generation event solutions, today announces that it has entered into a consulting agreement dated September 3, 2024 (the “Agreement“) with its wholly-owned subsidiary, Xcyte Digital Corporation, and hyperNET Inc. (the “Consultant“), a company controlled by Paul Barbeau, a director of the Company. Pursuant to the terms of the Agreement, the Company has agreed to: pay the Consultant an aggregate payment of $63,750 as compensation for certain administrative, corporate and other services (collectively, the “Services“) provided by Mr. Barbeau on an ad hoc basis to the Company and its subsidiaries since the completion of its Qualifying Transaction in November 2023, of which (i) a minimum of $23,750(the “Cash Compensation“)will be paid in cash, and (ii) subject to the approval of the TSX Venture Exchange (the “TSXV“), $40,000will be satisfied by the issuance of an aggregate of 160,000 subordinate voting shares in the capital of the Company (each, a “Share“) to the Consultant at a deemed price of $0.25 per Share (the “Shares for Past Services“); continue to engage the Consultant to provide the Services for a fee of $7,500 per month, after the Services have been performed in such month, of which (i) a minimum of $2,500 will be paid in cash, and (ii) subject to the approval of the TSXV, $5,000 per month will be satisfied by the issuance of such number of Shares (the “Shares for Services“) as is determined by dividing $5,000 by the closing market price per Share on the TSXV on the last trading day of such month or at $0.25.; whichever is greater and grant the Consultant an aggregate of 150,000 stock options (the “Options“), each of which will be exercisable into one Share at a price of $0.25 per Share until the earlier of (i) September 3, 2029 and (ii) 90 days after the Consultant ceases to provide services to the Company or any of its subsidiaries in any capacity, whether as a director, officer, employee, independent contractor or otherwise. If the TSXV does not approve some or all of the Shares for Past Services or the Shares for Services, as the case may be, the value of the Shares that cannot be issued shall be paid in cash to the Consultant after the TSXV has advised the Company that such Shares cannot be issued, and the amount of the Cash Compensation or the Services Fee, as the case may be, shall be increased on a dollar-for-dollar basis. If the Shares for Services is approved by the TSXV, the Company will disseminate a news release at least once every calendar quarter indicating the number of Shares and the deemed value per Share issued in exchange for the Services that have been provided. The initial term of the Agreement shall end on November 15, 2024, following which it will continue on a month-to-month basis until terminated, in writing, by any party on no less than 30 days’ prior written notice. As Mr. Barbeau is a director of the Company, the transactions contemplated in the Agreement are considered to be “related party transactions” as contemplated in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). All of the independent directors of the Company, acting in good faith, have considered the Agreement and have determined that the compensation proposed to be paid to the Consultant is reasonable. The Company is exempt from: (i) the formal valuation requirements of Section 5.4(1) of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, as the Shares are listed on the TSXV; and (ii) the minority approval requirement in Section 5.6 of MI 61-101. The Shares for Past Services and the Shares for Services are subject to the approval of the TSXV. All Shares issued pursuant to the Shares for Past Services and Shares for Services, if any, will be subject to a hold period of four months and one day under applicable Canadian securities laws. This press release will not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. None of the Shares (including Shares issuable on exercise of the Options) are or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act“), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws. As Mr. Barbeau is also granted an aggregate of 50,000 stock options (the “Options“), each of which will be exercisable into one Share at a price of $0.25 per Share until the earlier of (i) September 2, 2029 and (ii) 90 days after the Consultant ceases to provide services to the Company or any of its subsidiaries in any capacity, whether as a director, officer, employee, independent contractor or otherwise About Xcyte Digital Inc. Xcyte Digital (TSXV:XCYT) is a trusted global events technology company, specializing in next-generation applications for physical, hybrid, virtual, immersive, and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte’s cost-effective solutions to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com. For further information, please contact: Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts
Xcyte Digital Corp. Reports Q3 Fiscal 2024 Revenue of $463,000 Up 130% Quarter Over Quarter
Q3 FY 2024 (June 30) revenue of $0.46 million Q3 results include A+ Conferencing, Ltd. (“A+”) assets acquired on April 3, 2024 Q4 FY 2024 (September 30) results to include Webinar.net Incorporated (“Webinar”) assets purchased on July 10, 2024 POMPANO BEACH, FL / ACCESSWIRE / August 30, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte” or the “Company”), a trusted global events technology company, specializing in next-generation event solutions, announces that it has filed unaudited interim financial statements and related management’s discussion and analysis (“MD&A”) on SEDAR+ for the three and nine months ended June 30, 2024. All dollar amounts are denominated in United States dollars, unless otherwise noted. The Company also announces that it has filed an amended and restated MD&A on SEDAR+ for the three and nine months ended June 30, 2024 as an incorrect version was inadvertently filed earlier today. Q3 Fiscal 2024 (June) Highlights During the quarter ended June 30, 2024, the Company reported revenue of $0.46 million, EBITDA of $-0.451 million, and net loss of $0.46 million. During Q3, A+ contributed revenues of $0.24 million, and EBITDA of $36,000. The Company continues to focus on eliminating redundant expenses from its newly acquired A+ operations and expects higher contributed EBITDA from A+ in Q4 and onwards. As the asset acquisition closed on April 3, 2024, Q3 benefited from A+’s contribution for approximately the entire period. A+ generated $1.4 million in annual revenue and $207,000 normalized EBITDA2 during 2023. “Q3 marked an important point in Xcyte’s evolution as reported revenue grew 130% sequentially this quarter. Q3 included nearly a full quarter of contribution from A+, which closed on April 3rd; however, we are still completing the integration and reducing the operating expenses of the A+ division and expect all redundant expenses to be eliminated and further synergies to be realized in Q4,” said Randy Selman, CEO of Xcyte. “We also expect Q4 to include strong contribution from the Webinar.net assets, which we purchased on July 10th. As result, we expect a similar level of sequential revenue growth.” Subsequent Events On July 10, 2024, Xcyte closed the purchase of the Webinar.net assets. As a result, Q3 did not realize any revenue contribution from this acquisition. Q4 will benefit from Webinar.net’s contribution for almost the entire period. The assets of Webinar.net generated $2.8 million annual revenue and EBITDA (unaudited)3 of $0.6 million for the twelve months ended December 31, 2023. Outlook and Management Commentary During the remainder of FY 2024 and into FY 2025, the Company intends to continue its organic and potential M&A growth strategy, having already acquired the business of A+ in April 2024 and having completed an asset purchase agreement with Webinar.net, which closed in July 2024. In addition, in June 2024, the Company completed a share exchange and asset purchase agreement with MCON Live, Inc., a Nevada corporation (“MCON”), which hosts various annual events that bring the military community together. The Company also continues to focus on its longer-term goals and objectives, including its new subscription service which launched in May 2024 (the “Xperience Subscription Service”), and providing an all-in-one subscription service for hosting events. The Company plans on expanding the Xperience Subscription Service in the coming months to include additional partners, clients and events. About Xcyte Digital Corp. Xcyte Digital (TSXV:XCYT) is a trusted global events technology company, specializing in next-generation applications for physical, hybrid, virtual, immersive, and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte’s cost-effective solutions to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com. Non-IFRS Financial Measures This press release may include references to certain non-IFRS financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”). These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The measures above have been described and presented to provide shareholders, potential investors and analysts with additional measures for assessing the performance of Xcyte, A+, Webinar.net and, where applicable, the pro forma expectations of the combined entity, as applicable, and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. For further information, please contact: Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Information Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information include, but are not limited to, statements with respect to the expected synergies that Xcyte may realize as a result of the completion of the transactions with A+, Webinar.net and MCON and the impact that the completion of the transactions with A+, Webinar.net and MCON and the launch of the Xperience Subscription Service may have on Xcyte’s growth prospects generally. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different
Xcyte Digital Expands Its Event Technology Ecosystem With Mutual Strategic Partnerships
Collaboration network grows to include Planned, Virtual Wild, Virtway, and numerous other industry leaders Partnership ecosystem agreements enhance virtual and hybrid event capabilities through reciprocal service expansion POMPANO BEACH, FL / ACCESSWIRE / August 22, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte” or the “Company”), a trusted global events technology company, specializing in next-generation applications for physical, hybrid, virtual, immersive, and phone-based events that enhance participant engagement, today announced a significant expansion of its partner ecosystem, marking a major step forward in its mission to revolutionize the virtual and hybrid event landscape. This expansion includes new mutual collaborations with Planned, Virtual Wild and Virtway among many others, representing a comprehensive enhancement of Xcyte Digital’s event technology offerings while simultaneously expanding the service bases of its partners. With this partnership expansion, Xcyte’s Ecosystem now consists of a wide variety of diverse partners since the initial launch of its “Xperience” subscription service in May 2024. These strategic partnerships are uniquely structured as reciprocal relationships, with Xcyte Digital serving as a managed services partner to each collaborator. This mutual arrangement allows for a synergistic expansion of services across the entire network, benefiting both our partners and their clients. While partners like Virtual Wild and Virtway bring advanced 3D virtual environments, immersive experiences, and cutting-edge experiential design elements to the ecosystem, Xcyte Digital’s expansion goes far beyond these capabilities. The new partnerships span various aspects of event technology, including but not limited to: advanced networking and matchmaking platforms, real-time audience engagement tools, data analytics and insights providers, sustainable event solutions and ext-generation audiovisual production services. In each of these partnerships, Xcyte will act as a managed services partner, helping to implement and optimize these technologies for clients across the network. This strategic expansion positions Xcyte Digital at the forefront of the event technology revolution, offering a comprehensive suite of tools and managed services that cater to the entire event lifecycle – from planning and execution to post-event analysis and long-term engagement. The partnership with Planned (which recently secured a significant $35 million series B funding), illustrates this mutual benefit approach. Xcyte Digital plans to leverage Planned’s enhanced resources to develop integrated sourcing and booking tools, while Planned will utilize Xcyte Digital’s managed services to offer more comprehensive event solutions to its clients. “At Planned, we’re committed to elevating the event experience through cutting-edge technology. Xcyte’s innovative approach to immersive events aligns perfectly with our mission, and we’re thrilled to bring their unique capabilities to our clients,” said Planned Co-founder and CEO, Marc-Antoine Bonin. Jay Rutherford, CEO and Founder of Virtual Wild, shared his perspective on this collaborative model: “Virtual Wild is proud to join Xcyte Digital’s partnership network. This represents a powerful opportunity for us to share our custom marketing experiences with audiences worldwide. Alongside other industry leaders in this network, we’re pushing the boundaries of what’s possible in the digital space, crafting narratives that resonate and inspire.” “We are thrilled to join forces with Xcyte Digital in expanding their event technology ecosystem. For Virtway, this collaboration offers a unique opportunity to bring our immersive 3D environments with avatars to a broader global audience, amplifying the impact of virtual experiences in the industry. Together with Xcyte Digital, we are committed to redefining the landscape of immersive virtual events, offering innovative tools that enhance participant engagement” said Virtway CEO and Founder, Jose Antonio Tejedor. “This expansion of our partner ecosystem isn’t just about enhancing our own offerings; it’s about creating a network where each partner, including Xcyte Digital, can extend their reach and capabilities. By serving as a managed services partner, we’re not only integrating cutting-edge technologies into our solutions but also helping our partners expand their service bases and deliver more value to their clients,” said Randy Selman, CEO of Xcyte Digital. “Our role as a managed services partner in this expanding ecosystem allows us to not only innovate but also to ensure that all these leading technologies are implemented effectively for clients across our network,” added Mr. Selman. “We’re excited to leverage this collaborative model to deliver world-class event experiences that not only meet but exceed the changing needs of our partners’ clients and their attendees. This mutual partnership approach represents a new paradigm in the event technology industry, where service expansion and technology integration go hand in hand, creating a more robust and versatile ecosystem for all involved.” About Xcyte Digital Corp. Xcyte Digital (TSXV:XCYT) is a trusted global events technology company, specializing in next-generation applications for physical, hybrid, virtual, immersive, and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte’s cost-effective solutions to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com. For further information, please contact: Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Information Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information include, but are not limited to, statements with respect to and the business, financials and operations of the Company. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially
Xcyte Digital Corp. Announces Advanced AI-Powered Captioning and Translation Features
Webinar.net’s Newly Launched Captioning and Translation Features Broadens Platform’s Customer Appeal Leveraging AWS Technology to Enhance Accessibility and Global Reach POMPANO BEACH, FL / ACCESSWIRE / July 31, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte” or the “Company”), a trusted global events technology company, specializing in next-generation applications for physical, hybrid, virtual, immersive, and phone-based events that enhance participant engagement announces the launch of its cutting-edge Artificial Intelligence (AI) powered captioning and translation features. This significant upgrade in the recently acquired Webinar.net platform leverages Amazon Web Services (AWS) speech-to-text AI technology to offer real-time captions, multi-language support, and advanced editing capabilities. These newly launched captioning and translation features will be included in all existing and new Webinar.net subscriptions at no additional cost. This launch demonstrates the Company’s commitment to providing value to its customers, by increasing the attractiveness of the Webinar.net platform to a wider range of audiences. Key Features of the new release, include: Live Captions in 10 Languages: Webinar.net now supports live captioning in all ten languages currently offered on its platform (English, Simplified Chinese, Traditional Chinese, Portuguese, French, Spanish [Latin America], Japanese, Korean, German and Italian), enhancing accessibility for diverse audiences; Speaker Language Identification: The system can automatically detect and identify different speakers’ languages, facilitating seamless multilingual events; Real-Time Text Translation: Users can translate captions from any supported language to other supported languages in real-time, breaking down language barriers for global audiences; On-Demand Caption Generation: The platform now offers the ability to generate caption files for on-demand content, improving the accessibility of recorded webinars and presentations; Advanced Caption Editing: A new Lab feature allows users to download and edit caption files, ensuring accuracy and customization of transcripts “Captioning and translation are features sorely lacking in the events sector,” said Randy Selman, CEO of Xcyte Digital. “By harnessing the power of AI and AWS’s speech-to-text technology, we’re not only enhancing accessibility of the Webinar.net platform but also enabling our clients to reach global audiences more effectively, growing our Company’s addressable market”. About Xcyte Digital Inc.Xcyte Digital (TSXV:XCYT) is a trusted global events technology company, specializing in next-generation applications for physical, hybrid, virtual, immersive, and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte’s cost-effective, multi-platform subscription model to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com. For further information, please contact:Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking InformationCertain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information include, but are not limited to, statements with respect to and the business, financials and operations of the Company. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the public documents of the Company available at www.sedarplus.ca. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Investors are cautioned that undue reliance should not be placed on any such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law. SOURCE: Xcyte Digital Corp. View the original press release on accesswire.com
Xcyte Digital Corp. Announces Closing of Webinar.net Asset Purchase
The assets of Webinar.net being acquired generated US$2.8 million annual revenue andEBITDA of US$0.6 million for the twelve months ended December 31, 2023 (unaudited)1 POMPANO BEACH, FL / ACCESSWIRE / July 10, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte”, or the “Company”), a trusted global events technology partner specializing in next-generation event technology for physical, hybrid, virtual, immersive, and phone-based events that enhance participant engagement, announces that, further to its news release dated May 1, 2024, the Company has completed the acquisition of all the assets of Webinar.net Incorporated (“Webinar”), a Delaware corporation (the “Transaction”), including Webinar’s technology and revenue-producing assets. Webinar.net is an online presentation platform, offering a simple, engaging, and cost-effective solution for global webinars with branded experiences. Hosted on the cloud with enterprise-grade scale and security, webinar.net simplifies the complex world of online meetings, handling millions of attendees worldwide. Founded by professionals with over three decades of experience in streaming/virtual events, webinar.net provides a user-friendly, affordable solution for marketing, training, and corporate presentations, offering live, simulive, and on-demand streaming options. Webinar.net’s infrastructure is expected to be incorporated into Xcyte’s offerings to provide customers with unlimited attendee scale and drive traffic to create actionable engagement while continuing to enjoy clear, cost-effective pricing. During the trailing twelve months ended December 31, 2023, the Webinar assets being acquired generated approximately US$2.8 million in revenue (unaudited), approximately US$615,000 EBITDA (unaudited) and approximately US$343,000 net income (unaudited). Certain of the unaudited figures provided by Webinar constitute non-IFRS financial measures (as further described below). “Acquiring Webinar.net’s assets is an important step in scaling up Xcyte from a strategic and financial point of view. We are pleased to welcome a team with decades of experience offering a secure and scalable cloud-based platform. A platform, that is now not only offered standalone, but also included in the suite of services in our recently launched Xperience platform, Xcyte’s all-in-one subscription service. We look forward to scaling the Webinar.net product platform and capabilities to further accelerate our revenue and EBITDA growth,” said Xcyte CEO Randy Selman. Details of the terms of the Transaction, including the consideration paid by the Company, can be found in the Company’s news release of May 1, 2024. All of the securities issued in connection with the Transaction will be subject to a hold period under applicable Canadian securities laws of four months and one day from the date of issuance, will be restricted securities under United States securities laws, and will also be subject to certain voluntary resale restrictions. None of the securities will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons” (as such term is defined in Regulation S under the 1933 Act), unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. About Webinar.net Webinar.net is at the forefront of webinar technology, providing a modern, feature-rich platform that simplifies the hosting and management of webinars. Known for its ease of use and innovative features, Webinar.net is the choice of businesses looking for reliable and cutting-edge webinar solutions. For more information, visit www.webinar.net About Xcyte Digital Corp.Xcyte Digital (TSXV:XCYT) is a trusted global events technology partner, specializing in next-generation event technology for physical, hybrid, virtual, immersive, and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte’s cost-effective, multi-platform subscription model to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com. Non-IFRS Financial Measures This news release includes references to certain non-IFRS financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”). These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The measures above have been described and presented in order to provide shareholders, potential investors and analysts with additional measures for assessing the performance of Xcyte Digital, Webinar.net and, where applicable, the pro forma expectations of the combined entity, as applicable, and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. For further information, please contact: Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Information Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information in this release includes, but is not limited to, statements with respect to the expected benefits that Xcyte may realize as a result of the acquisition of the Webinar.net assets, and the impact that the Transaction may have on Xcyte’s growth prospects generally. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by management as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by
Xcyte Digital Corp. Announces Closing of MCON Live Inc. Share Exchange and Asset Purchase
Xcyte Digital to power online access to MCON’s global expos for the military veteran community, providing access to disabled veterans unable to physically attend MCON 2024 to expand to reach audiences virtually for the first time with Xcyte Digital NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES POMPANO BEACH, FL / ACCESSWIRE / June 24, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte” or the “Company”), a trusted global events technology partner, specializing in next-generation event technology for physical, hybrid, virtual, immersive, and phone-based events that enhance participant engagement announces that further to its June 13, 2024 press release, the Company has completed the share exchange and asset purchase agreement (the “Agreement”) with MCON Live Inc., a Nevada corporation (“MCON”), pursuant to which, among other things, a wholly-owned subsidiary of Xcyte has acquired 5% of the common stock of MCON (the “MCON Shares”) and 100% of MCON’s online business (the “Transaction”). MCON is a veteran-owned company that hosts various annual events that bring the military community together through a celebration of military culture. MCON’s next live event is expected to be held on October 24, 2024 and will be a global event powered by Xcyte Digital, enabling an immersive/hybrid format for the first time in its history. The event is expected to feature a wide range of activities and attractions, including live music and performances, speakers and exhibits, cultural experiences, curated culinary and beverage experiences, family-friendly activities, and networking opportunities. Experiences are expected to include the MCON Wellness Village, Gaming Pavilion, Possibilities Expo, Military Impact Summit and more. “Xcyte Digital is proud to partner with our veterans,” said Xcyte Digital CEO, Randy Selman.” The last MCON event had over 1,500 in-person attendees, and we look forward to expanding MCON’s reach via our platform to be able to engage the estimated 5.4 million active military personnel, veterans and their families who would like to attend virtually.” About MCON Live Inc. MCON was created by veterans to bring the military community together for an epic celebration of military culture. It is an organization that values service, purpose, and sacrifice, whose mission is to create community, facilitate connection and improve the well-being of those who served and their families. For more information, visit https://mcon.live. About Xcyte Digital Inc. Xcyte Digital (TSXV:XCYT) is a trusted global events technology partner, specializing in next-generation event technology for physical, hybrid, virtual, immersive, and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte’s cost-effective, multi-platform subscription model to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com. For further information, please contact: Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Information Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information in this release includes, but is not limited to, statements with respect to the expected timing of the Closing, the expected synergies that Xcyte may realize as a result of the completion of the Transaction, the impact that the Transaction may have on Xcyte’s growth prospects generally, and MCON’s next live event expected to be held on October 24, 2024. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by management as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by such forward-looking information, including that the MCON may not perform or generate revenue at the levels experienced historically; that the Company may not obtain the approval of the TSXV for the Transaction; that the synergies anticipated by the completion of the Transaction may not materialize to the extent expected or at all; and other factors that apply to the Company’s business generally as described in greater detail in the documents filed under the Company’s profile at www.sedarplus.ca. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Investors are cautioned that undue reliance should not be placed on any such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. The Company does not intend, and does not assume any obligation, to update the forward-looking information in this release except as otherwise required by applicable law. SOURCE: Xcyte Digital Corp. View the original press release on accesswire.com
Xcyte Digital Corp. Announces Execution of Definitive Agreement with MCON Live Inc.
Xcyte Digital to power online access to MCON’s global expos for the military veteran community, providing access to disabled veterans unable to physically attend MCON 2024 to expand to reach audiences virtually for the first time with Xcyte Digital NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES POMPANO BEACH, FL / ACCESSWIRE / June 13, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte” or the “Company“), a spatial computing event technology aggregator and developer that provides a high value, cost-effective, multi-platform event technology subscription service that powers physical, virtual, hybrid and immersive events, and professional managed services for physical and hybrid events, announces that it has entered into a share exchange and asset purchase agreement dated June 12, 2024 (the “Agreement“) with MCON Live Inc., a Nevada corporation (“MCON“), pursuant to which, among other things, a wholly-owned subsidiary of Xcyte will acquire 5% of the common stock of MCON (the “MCON Shares“) and 100% of MCON’s online business (the “Transaction“). MCON is a veteran-owned company that hosts various annual events that bring the military community together through a celebration of military culture. As consideration for the Transaction, Xcyte will issue MCON 50 multiple voting shares in the capital of Xcyte (each an “MV Share“) each of which is convertible into 10,000 subordinate voting shares in the capital of Xcyte (each an “SV Share“), subject to adjustment in certain circumstances, for a total of 500,000 SV Shares, in exchange for the MCON Shares and certain intangible assets related to MCON’s online business. Following the closing of the Transaction (the “Closing“), MCON will receive 25% of the revenue generated by such online business, after deducting all third-party expenses, sales commissions and other direct costs. All securities issued in connection with the Transaction will be subject to a hold period under applicable Canadian securities laws of four months and one day from the date of issuance and will be restricted securities under United States securities laws. None of the securities will be registered under the United States Securities Act of 1933, as amended (the “1933 Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons” (as such term is defined in Regulation S under the 1933 Act), unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. Pursuant to the terms of the Agreement, the securities will be also subject to a voluntary escrow for up to 18 months. The parties shall use commercially reasonable efforts to close the Transaction within 30 days of the execution of the Agreement. The Closing is subject to the satisfaction of certain customary closing conditions, including the approval of the board of directors of the Company, the approval of the TSX Venture Exchange (the “TSXV“), and the completion of due diligence by the Company. No finder’s fees will be paid in relation to the Transaction, which has been negotiated at arm’s length. MCON’s next live event is expected to be held on October 24, 2024, and will be a global event powered by Xcyte Digital, enabling an immersive/hybrid format for the first time in its history. The event is expected to feature a wide range of activities and attractions, including live music and performances, speakers and exhibits, cultural experiences, curated culinary and beverage experiences, family-friendly activities, and networking opportunities. Experiences are expected to include the MCON Wellness Village, Gaming Pavilion, Possibilities Expo, Military Impact Summit and more. “We are thrilled to be able to leverage Xcyte to bring MCON to a global audience. Our last event had over 1,500 attendees, but we have so many in our community who cannot attend in person due to their obligations at home or service abroad and they will now have the opportunity to attend virtually and experience the magic of MCON. This also gives MCON the power to reach the estimated 5.4 million veterans and their families who have a disability and enable them to attend virtually,” said Todd Brockman, Co-Founder & CEO of MCON. “MCON expands our service offerings towards the highly engaged military veteran community,” said Xcyte Digital CEO, Randy Selman. “Xcyte Digital is proud to partner with our veterans, and we look forward to expanding MCON’s reach to draw in greater numbers of active military personnel and veterans.” About MCON Live Inc. MCON was created by veterans to bring the military community together for an epic celebration of military culture. It is an organization that values service, purpose, and sacrifice, whose mission is to create community, facilitate connection and improve the well-being of those who served and their families. For more information, visit https://mcon.live. About Xcyte Digital Corp. Xcyte Digital (TSXV:XCYT) is a spatial computing event technology aggregator and developer providing high value, cost-effective, multi-platform subscription services to host online virtual and immersive events as well as professional managed services for physical and hybrid events. Xcyte Digital was formed in 2022 through an amalgamation of operating businesses and assets in the virtual and immersive event sectors. The Company went public on the TSXV on November 15, 2023. Headquartered in Toronto, Ontario (Canada) and Fort Lauderdale, FL (USA), Xcyte also has personnel and operations in London, UK; Charlotte, NC; Houston, TX; Union, NJ and Cape Town, SA. Xcyte Digital provides immersive event technology, virtual event technology and event support services. Visit us at xcytedigital.com. For further information, please contact: Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Information Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”).
Xcyte Digital Corp. to Present at the Spring MicroCap Rodeo Conference on June 6, 2024
POMPANO BEACH, FL / ACCESSWIRE / June 3, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte” or the “Company”), a spatial computing event technology aggregator and developer providing a high value, cost-effective, multi-platform event technology subscription service that powers physical, virtual, hybrid and immersive events and providing professional managed services for physical and hybrid events, announces today that CEO Randy Selman will be presenting at the Spring MicroCap Rodeo Conference Thursday June 6, 2024 at 3:30pm ET in New York City. Mr. Selman will also host 1×1 investor meetings through the day on June 6, 2024. “Xcyte is building a best-in-class event solutions platform to provide a one-stop-shop for organizations to host all their events”, said Xcyte CEO Randy Selman. “We recently launched ‘Xperience,’ a first-of-its-kind subscription service giving users freedom to choose the technology that best suits their needs and since our listing date (six months ago) have made two accretive acquisitions to bolster our service offering and technology platforms. As we begin to scale our revenue and EBITDA, while upgrading infrastructure and expanding partnerships, I look forward to introducing Xcyte Digital and our opportunities to investors at the upcoming Spring MicroCap Rodeo event” To access Xcyte Digital’s MicroCap Rodeo Presentation: Date: Thursday, June 6, 2024Time: 3:30pm ET / 12:30pm PTWebcast: https://www.webcaster4.com/Webcast/Page/3045/50695 If you cannot make the live presentation, all company presentations “webcasts” will be available directly on the conference event platform on this link under the tab “Agenda”: https://www.microcaprodeo.com/agenda To Book a Meeting with Mr. Selman: If you would like to book 1×1 investor meetings with Xcyte Digital management and to attend the Spring MicroCap Rodeo Conference, please make sure you are registered here:https://www.microcaprodeo.com/signup 1×1 meetings will be scheduled and conducted in person at the conference venue: Convene 810 7th Avenue, 23rd Floor in New York City. About the MicroCap Rodeo Conference: The MicroCap Rodeo Conferences are unique, as they are run by money managers and investors for money managers and investors. For the “Spring into Summer Conference”, it will be hosted live in New York City on Thursday, June 6th. The executive management teams of approximately 25+ MicroCap companies across a wide swath of industries will be participating in the conference. Investors will be able to harness top stock ideas for their portfolios by participating in group presentations, as well as 1x1s, in order to garner an understanding into the key value drivers and potential trends for the 2H of 2024 and beyond. There will also be industry guest speakers as well as networking opportunities throughout the conference. For more information please contact info@microcaprodeo.com About Xcyte Digital Inc. Xcyte Digital (TSXV:XCYT) is a spatial computing event technology aggregator and developer providing a high value, cost-effective, multi-platform subscription service to host online virtual and immersive events as well as providing professional managed services for physical and hybrid events. Xcyte was formed in 2022 through an amalgamation of operating businesses & assets in the virtual & immersive event sectors. The Company went public on the TSX Venture exchange on November 15, 2023. Headquartered in Toronto Ontario (Canada) and Fort Lauderdale, FL (USA), Xcyte also has personnel and operations in London, UK; Charlotte, NC; Houston, TX; Union, NJ and Cape Town, SA. Xcyte provides immersive event technology, virtual event technology and event support services. Visit us at xcytedigital.com. Forward-Looking Information Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information include, but are not limited to, statements with respect to and the business, financials and operations of the Company. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the public documents of the Company available at www.sedar.com. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Investors are cautioned that undue reliance should not be placed on any such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law. For further information, please contact: Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE: Xcyte Digital Corp. View the original press release on accesswire.com
Xcyte Digital Corp. Releases “Xperience” Subscription Service
Event Organizers Gain Access to Multiple Event Technologies Under a Single Subscription Xcyte Signs Multiple Reciprocal Services Partnerships New Offerings Enable Xcyte to Generate New Recurring Revenue Streams POMPANO BEACH, FL / ACCESSWIRE / May 16, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte”, or the “Company”), a spatial computing event technology aggregator and developer providing a high value, cost-effective, multi-platform event technology subscription service that powers physical, virtual, hybrid and immersive events and providing professional managed services for physical and hybrid events, announces “Xperience”, Xcyte’s new all-in-one subscription service. Xperience, the first-of-its-kind service, gives subscribers the flexibility to select the most suitable technologies for hosting events bringing together a global ecosystem of event technology. Through Xperience, subscribers will have the freedom to choose event technologies across Xcyte’s extensive and growing partner ecosystem along with its professional managed services to ensure tailored, and economic solutions to make their events more successful. Xperience subscription packages are designed to fit the needs of companies that frequently organize a wide range of events in different formats, including physical, virtual, hybrid, experiential and immersive. Capabilities include: registration and ticketing, event management, mobile event apps, audience engagement, gamification, analytics and reporting, security and compliance, support and accessibility, and more. Subscribers can count on a single team to assist with training, configuration, deployment, and ongoing support. Our subscription packages are intended to yield meaningful cost savings for clients, who can benefit from choosing the best platform for an event without having to pay for multiple subscriptions. Xperience offers a subscription model that is designed to be cost-effective, based upon the number of users and the frequency of events organized by customers. Key to delivering this offering is our newly launched partner ecosystem. We have established more than a dozen partnerships with a diverse range of event technology vendors, including Conrego, Floq, MootUp, Pheedloop, and RainFocus. Global organizations, agencies and associations are expected to benefit from the first ever subscription to offer access to such a wide array of platforms. The Xperience partner ecosystem is intended to be distributed globally and offered to, among others, large multinational enterprises, which is expected to broaden Xcyte’s reach into major worldwide markets. Customers will have access to tailored solutions via the Xperience Subscription Service, allowing one subscription to be utilized for multiple business use cases, such as organizing corporate conferences, trade shows, townhalls, AGMs, career fairs, fundraising events, product launches and many more. “We are deeply committed to the success of all of our customers’ events, which is why we offer comprehensive managed services as part of our subscriptions, ensuring end-to-end support,” said Xcyte CEO Randy Selman. “Xcyte anticipates growing the Xperience one-stop offering further with additional event technologies and supporting services, such as digital marketing and lead generation. We look forward to providing future updates as we execute upon this growth strategy.” More information is available at https://xcytedigital.com/event-xperience/ About Xcyte Digital Inc. Xcyte Digital (TSXV:XCYT) is a spatial computing event technology aggregator and developer providing a high value, cost-effective, multi-platform subscription service to host online virtual and immersive events as well as providing professional managed services for physical and hybrid events. Xcyte was formed in 2022 through an amalgamation of operating businesses & assets in the virtual & immersive event sectors. The Company went public on the TSX Venture exchange on November 15, 2023. Headquartered in Toronto Ontario (Canada) and Fort Lauderdale, FL (USA), Xcyte also has personnel and operations in London, UK; Charlotte, NC; Houston, TX; Union, NJ and Cape Town, SA. Xcyte provides immersive event technology, virtual event technology and event support services. Visit us at xcytedigital.com. Forward-Looking Information Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information include, but are not limited to, statements with respect to and the business, financials and operations of the Company. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the public documents of the Company available at www.sedar.com. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Investors are cautioned that undue reliance should not be placed on any such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law. For further information, please contact: Xcyte Digital Corp.Randy Selman, Chief Executive Officer and DirectorPhone: (647) 777 7501Email: investment@xcytedigital.com Investor RelationsNikhil Thadani, Sophic CapitalEmail: nik@sophiccapital.comPhone: (647) 777 7501 To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/ Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE: Xcyte Digital Corp. View the original press release on accesswire.com
Xcyte Digital Corp. Signs Agreement to Purchase Assets of Webinar.net
The assets of Webinar.net being acquired generated US$2.8 million annual revenue and EBITDA of US$0.6 million for the twelve months ended December 31, 2023 (unaudited)1 Xcyte Pro Forma annual revenue run-rate of US$2.2 million with prior acquisitions and EBITDA loss of US$0.7 million normalized before synergies for the twelve months ended December 31, 2023 (unaudited)2 Acquisition to be funded via Shares, Warrants, Contingent Value Rights, and Debt Not for distribution to United States newswire services or for dissemination in the United States POMPANO BEACH, FL / ACCESSWIRE / May 1, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte”, the “Parent” or the “Company”), a spatial computing event technology aggregator and developer providing a high value, cost-effective, multi-platform subscription service to host online virtual and immersive events as well as providing professional managed services for physical and hybrid events, announced it has signed an asset purchase agreement on May 1, 2024 with Webinar.net Incorporated (“Webinar” or “Seller”), pursuant to which a wholly owned subsidiary of the Company (“Purchaser”) will acquire all of the assets of Webinar, a Delaware corporation (the “Transaction”), including Webinar’s technology and revenue-producing assets. The consideration for the Transaction is comprised of 1) four hundred (400) Multiple Voting Shares (each an “MV Share”, each of which is convertible into ten thousand 10,000 Subordinate Voting Shares in the capital of the Parent each, an “SV Share”), 2) Contingent Value Rights (CVR) of up to an additional five hundred and fifty (550) MV Shares, based upon Webinar attaining certain revenue and EBITDA milestones within four years of the Transaction closing, 3) two hundred thousand Warrants (200,000), each of which will be exercisable into one SV Share at an exercise price of C$0.25 per SV Share for five years after the closing of the Transaction. Pursuant to the terms of the asset purchase agreement (APA), Xcyte, indirectly via the Purchaser, proposes to acquire certain intangible assets of Webinar (collectively, the “Assets”), including certain technology (Software as a Service, source code and all derivatives); customer accounts; deferred revenue, and cash and cash equivalents of not less than Six Hundred Thousand Dollars (US$600,000). The Issuer has also agreed to assume debt in the approximate amount of US$1,400,000 at annual interest rate of 11.5% (the “Montage Debt”) owing by Webinar to Montage Capital II, L.P. (“Montage”), which will be secured by, among other things, a security interest in the Assets and a personal guarantee by a principal of Webinar. The Montage Debt must be repaid in full by the Issuer by the date that is 18 months following the closing of the Transaction (“the Closing”) and will be paid back from general operations. It is expected that Montage’s existing security will remain in place following the closing of the Transaction and no further security or guarantees will need to be provided by the Issuer with respect to the Montage Debt. The CVRs can be earned over 4 years from closing based on Quarterly and Yearly Gross Revenue and EBITDA targets along with Time. In addition, the Issuer will assume approximately $1.7m of deferred revenue to be serviced and recognized as revenue over the twelve months following the transaction. Servicing the deferred revenue is not expected to incur any incremental costs alongside servicing new revenue and clients are not intitled to any refunds. All of the securities that may be issued in connection with the Transaction will be subject to a hold period under applicable Canadian securities laws of four months and one day from the date of issuance and will be restricted securities under United States securities laws. None of the securities will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons” (as such term is defined in Regulation S under the 1933 Act), unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. Closing of the Transaction is expected to occur on or about May 24, 2024 and is subject to the satisfaction of customary closing conditions, including approval of the board of directors of the Company and The TSX Venture Exchange (the “TSXV”). This transaction is Arms-Length and no finder fees have been paid in relation to it. The MV Shares are being issued to Webinar in order to maintain the Issuer’s foreign private issuer status. Subject to compliance with applicable securities laws, Webinar may direct the Issuer to register certain of the MV Shares to be issued to Webinar in connection with the APA to certain creditors of Webinar. All MV Shares and CVRs (including the MV Shares underlying the CVRs but excluding the Warrants and SV Shares underlying the Warrants) will be deposited into escrow pursuant to the terms of, or on terms substantially similar to, the Issuer’s Value Security Escrow Agreement dated effective November 9, 2023, subject to execution of a joinder thereto by Webinar and any Webinar creditor to be issued Consideration Securities pursuant to the APA. During the trailing twelve months ended December 31, 2023, the Webinar assets being acquired generated approximately US$2.8 million in revenue, positive EBITDA (unaudited) and approximately US$343,000 Net Income (unaudited) as per the table below. During the twelve months ended December 31, 2023, Xcyte and prior acquisitions generated revenue of approximately US$2.2 million and EBITDA loss of US$0.7 million(unaudited). As a result, for the year ended December 31, 2023 the combined Xcyte businesses would have Pro Forma annual revenue run rate of US$5.0 million before any revenue or cost synergies. The revenue estimates (unaudited) provided by Webinar contains non-GAAP measures and future oriented financial information (FOFI). Webinar.net Financial Summary Balance Sheet As of December 31, 2023 (Unaudited) 2022 (Unaudited) ($USD) ($USD) Assets 1,510,147 2,202,264 Liabilities3 4,292,305 5,327,932 Shareholders’ Equity (2,782,158 ) (3,125,667 ) Income Statement Years ended 2023 (Unaudited) 2022 (Unaudited) ($USD) ($USD) Revenue 2,787,857 3,946,340 Cost of Sales