Slyce Inc.
TSX VENTURE : SLC
FRANKFURT : 06O1

Slyce Inc.

February 17, 2015 16:15 ET

Slyce Inc. Finalizes Purchase of SnipSnap & Grants Share Options

With the acquisition, Slyce immediately gains over four million SnipSnap mobile shoppers and seeks to position itself as the complete consumer engagement platform for major retailers and brands both in and out of store.

TORONTO, ONTARIO--(Marketwired - Feb. 16, 2015) -

Editors Note: There are two photos and one video associated with this press release.

Visual product search platform Slyce Inc. (TSX VENTURE:SLC) ("Slyce") today announced the finalized acquisition of leading mobile couponing company, SnipSnap App Limited Liability Company ("SnipSnap") for the consideration of US$6.5 million payable in a combination of cash, Slyce common shares ("Common Shares"), and conditional shares as further detailed below. SnipSnap Founder Ted Mann will continue to lead SnipSnap, which will remain based in Philadelphia.

The aggregate purchase price paid by Slyce for SnipSnap is comprised as follows: (i) US$1 million in cash payable at closing; (ii) US$3 million in Common Shares issued at Closing Date at an issue price of CDN$0.80 per share, such that 4,687,500 Common Shares are issuable; and (iii) up to US$2.5 million in Common Shares issued at future determined share prices, upon the achievement of certain revenue milestones by December 31st, 2015 and December 31st, 2016. In addition, pursuant to the terms of the purchase agreement, Slyce has issued into escrow an additional 1,562,500 Common Shares as a means of limited price protection during the escrow period.

About SnipSnap

SnipSnap was the first company to develop image-recognition technology for scanning and interpreting coupons with a mobile device. The SnipSnap app, available for iOS and Android, allows a user a way to take a photograph of a retail coupon and instantly transform it into a digital, mobile format, which can be easily searched, retrieved, and shared with other SnipSnap users on their smartphones.

Launched in 2012, SnipSnap (which is based in Philadelphia) has grown to over four million users, who have snipped over 100 million coupons. The Company has partnership agreements with approximately 50 North American retailers including Bed Bath & Beyond, Lord & Taylor, Jo-Ann and Aeropostale.

Slyce CEO Mark Elfenbein said of the acquisition, "SnipSnap and its four million users represent an enormous opportunity for Slyce to widen its service offering to leading retailers. The team has solved a huge problem for retailers-effectively building a bridge between analog and digital coupon distribution."

SnipSnap's web site: http://snipsnap.it

SnipSnap is available for download in both Canada and the US:

ITunes App Store: https://itunes.apple.com/us/app/snipsnap-coupon-app/id516439697?mt=8

Google Play: https://play.google.com/store/apps/details?id=com.snipsnap.snipsnapapp

Grant of Share Options

Slyce also announces that it granted stock options to acquire an aggregate of 680,000 common shares of Slyce to officers and employees of Slyce as follows:

  • Avital Yachin, Slyce's Chief Product Officer, was granted 250,000 stock options
  • Employees of Slyce were granted an aggregate of 430,000 stock options

Each grant of options has a three-year term, from the date of grant and is exercisable into one common share of Slyce at an exercise price of $0.71 per share being the volume weighted average trading price of Slyce's shares on the TSX Venture Exchange for the five consecutive trading days prior to the grant date. The options vest over a period of 24 months (one-third vest immediately, one-third vest 12 months from the grant date, and one-third vest 24 months from the grant date).

Giving effect to the grant, there will be 9,822,192 outstanding options to purchase common shares of Slyce, representing approximately 9.02% of Slyce's issued and outstanding common shares.

About Slyce

The Corporation is a visual search technology company based in Toronto, Ontario and is engaged in the business of providing advanced visual search software that allows consumers to purchase products at the moment they discover them - in the real world and online. Slyce powers mobile visual search for several leading retailers including Neiman Marcus and Tilly's.

Slyce has developed an advanced visual search platform that integrates with retail brands and digital content providers to give their customers the ability to instantly discover and purchase products that inspire them by simply snapping photographs with their smartphones or 'clicking' images on either their smartphones (mobiles) or desktop web browsers.

Slyce's strategy is to position itself as a pivotal player in the emerging visual web. Slyce will provide its technology to retailers, brands, app developers and digital publishers, enabling their apps to recognize products for instant purchase. Slyce will provide its technology in exchange for integration, licensing and per search fees, percentage sales splits and big data provision and analysis. Slyce is currently working with a growing list of fortune 1000 brands and companies as well as multiple innovative developers.

Slyce is also listed on the Frankfurt exchange trading under (FRANKFURT:06O1)

For image download and further company information please click for the Slyce Media Kit.

About SnipSnap

SnipSnap is the first mobile coupon app to allow users to scan and redeem any printed coupon on their smartphone. Since launching at Techcrunch Disrupt in 2012, the app has grown to 4 million users on iOS and Android, who have saved more than 100 million coupons and $200 million. 50+ retailers have partnered with SnipSnap to deliver targeted coupons via the app or utilizing SnipSnap's Coupon Author platform. The company was created at DreamIt Ventures accelerator program, participated in the Philadelphia Inquirer's Project Liberty Incubator, and is based in Philadelphia.

READER ADVISORY

The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Statements in this joint press release contain forward-looking information including, without limitation, Slyce's business plan, strategy and related milestones, Slyce's suggestions of future outcomes, the future use and development of its technology, future customers and business partners, timing and completion of the Amalgamation, the Offering and ongoing corporate strategy and benefits of the Amalgamation. The words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Slyce.

Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Slyce.

Slyce does not undertake any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

None of the information contained on, or connected to, Slyce's website is incorporated by reference herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

To view the photos associated with this press release please visit the following links:

http://www.marketwire.com/library/20150213-slyce1.jpg

http://www.marketwire.com/library/20150213-Slyce2.jpg

To view the video associated with this press release please visit the following link:

https://www.youtube.com/watch?v=cJupFMy9Ugg

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