Brisio Innovations Inc. (CSE: BZI) (OTC Pink: NTCEF) has completed its acquisition of NameSilo, a low-cost provider of domain name registration and management services. The terms of a share purchase agreement explored USD$9,511,500 was paid to NameSilo and NameSilo’s Earn-Out Payment was satisfied by USD$2,360,743 in cash and 529,499 common shares of the Company.
Vancouver, British Columbia–(Newsfile Corp. – August 7, 2018) – Brisio Innovations Inc.(CSE: BZI) (OTC Pink: NTCEF) (the “Company”) is pleased to announce that it has completed its acquisition of NameSilo, LLC (“NameSilo”), a low-cost provider of domain name registration and management services. As a result, the Company’s shares will recommence trading on the Canadian Securities Exchange on Thursday August 9, 2018.
“NameSilo’s core business, being a low-cost provider of domain name registrations, has experienced high growth over the past year. In addition to continuing this high growth trend, we plan to implement new value-added digital service products to further increase customer growth, customer retention as well as increasing core revenues and margins of the NameSilo business,” comments Paul Andreola, CEO of the Company. “The acquisition of NameSilo is a transformational event for Brisio and adds significant value to our shareholders.”
Highlights of the Acquisition of NameSilo:
Over 1.85 million domains under management
12-month growth in domain names of approximately 860,000 or 86%
Year to date bookings of over USD $11.7 million
Record monthly domain growth of over 161,000 in July
Record monthly bookings of approximately USD $2.0 million in July
New operational team with significant experience in marketing and product development
Plan to add new value-added services to further increase core revenues and margins.
Kristaps Ronka states “My team and I are very excited for the opportunity to operate NameSilo, one of the fastest growing domain registrars in the world and will continue to drive the strategic objectives which led to almost 90% growth in domain count over the last twelve months. Additionally, we look forward to implementing value-add services for the NameSilo platform which will provide customers with an enhanced user interface experience and the ability to have a one stop shop for their internet needs.”
Terms of Acquisition
The Company completed its acquisition of NameSilo pursuant to the terms of a share purchase agreement dated March 7, 2018 (the “Purchase Agreement”) among the Company, NameSilo and the members of NameSilo. Under the terms of the Purchase Agreement, the Company paid the members of NameSilo (i) USD $9,511,500 (the “Purchase Price”), (ii) an earnout payment of USD $2,546,066 as NameSilo’s EBITDA equaled USD $1,009,544 for the period from January 1, 2018 to June 30, 2018 (the “Earn-Out Payment”). The Earn-Out Payment was satisfied by USD $2,360,743 in cash and 529,499 common shares of the Company.
Acquisition of Digital Service Business
In order to implement the Company’s plan to provide value added services for the business of NameSilo, the Company entered into a share purchase agreement with 1161217 B.C. Ltd. (the “Digital Service Company”) and the shareholders of the Digital Service Company. Kristaps Ronka, a director of the Company, owns approximately 78% of the Digital Service Company. In consideration of the Digital Service Company, the Company has agreed to transfer 18.5% of the member interest of NameSilo to the shareholders of the Digital Service Company. On closing, the Company will own 81.5% interest in NameSilo, Mr. Ronka will own 14.5% of NameSilo and certain third-party shareholders will own a 4% interest in NameSilo.
The Digital Service Company will allow the Company to offer hosting, presence and business applications for NameSilo. The Company anticipates this will increase core revenues of NameSilo and margin growth opportunities, improve customer retention and significantly improve NameSilo’s value proposition to its customers.
As Mr. Ronka is a director of the Company, the acquisition of the Digital Service Company is subject to Multilateral Instrument 61-101. The Company relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that interest of NameSilo acquired by Mr. Ronka will not exceed 25% of the fair market value of the Company’s market capitalization.
Investor Relations Activities
The Company announces that it has engaged Contact Financial Corp. (“Contact”) to provide investor relations and communications services. Contact is a broad-based strategic marketing and communications firm with experience in creating exposure for small- to mid-cap companies. Contact Financial is based in Canada with offices in Vancouver, Toronto and Montreal. Contact’s services will include providing advice to the Company with respect to corporate development, production and distribution of investor-focused communication tools, and increasing awareness of the Company within the financial community.
The Company also announces that it has granted a total of 1,300,000 stock options to its officers, directors and persons providing investor relations services. The options will be exercisable at a price of $0.35 per share for a period of five years from the date of grant. The options granted for investor relations activities will be subject to certain vesting requirements.
Brisio Innovations Inc.
President, CEO and Director
About Brisio Innovations
Brisio Innovations Inc. invests its capital in companies and opportunities which management believes are undervalued and have potential for significant appreciation. The company makes investments in both public and private markets and focuses on opportunities in a wide variety of industries excluding the resource and resource service sectors. Brisio does not invest on behalf of any third party and it does not offer investment advice.