Slyce Inc.
TSX VENTURE : SLC
FRANKFURT : 06O1

Slyce Inc.

October 21, 2014 07:30 ET

Slyce-The Want Engine-Acquires Mobile App Agency Drivetrain; Appoints Prominent CTO to Drive Global Market Expansion

TORONTO, ONTARIO--(Marketwired - Oct. 21, 2014) -

Editors Note: There is a video associated with this press release.

Visual product search platform Slyce (TSX VENTURE:SLC) is pleased to announce the entering into of a purchase and sale agreement to acquire (the "Acquisition") Drivetrain Agency, LLC, ("Drivetrain"). Consideration for the Acquisition is a combination of Slyce common shares ("Common Shares") cash, and deferred cash payments in an amount up to US$3.5 million.

Led by founder and CEO Daniel Grigsby, Drivetrain is a prominent mobile App development agency that builds customized Apps for leading enterprise and consumer brands. The entire Drivetrain development and engineering team will transfer to Slyce at the closing of the Acquisition, contributing to the continuing technical development of the Slyce visual search platform.

The agency team will also be positioned to service leading brands and retailers in the creation of bespoke branded apps utilizing the Slyce visual search platform for one-click, real-world commerce.

Mr. Grigsby will join the Slyce executive team in the role of Chief Technology Officer ("CTO") and have overall responsibility for Slyce's technical organization. Mr. Grigsby has over 20 years of technical (software, hardware, mobile) experience. He was an original founder of Merchant Planet, an e-commerce provider that merged with LinkExchange before its acquisition by Microsoft as well as payMe.com, a successful early competitor to PayPal which was also acquired. Dan is a '40 under 40' alumni and, in August, was honored as one of Business Journal's 'Titans of Technology' for his work accelerating performance within the technology community.

Slyce CEO Mark Elfenbein said of the announcement, "We're incredibly pleased to have tied up this acquisition of a market leader like Drivetrain. With the acquisition of the agency and its highly-specialized development and engineering team, Slyce is able to not only widen the scope of its product offering to leading brands and retailers but also, further deepen its technical expertise and capability."

Dan Grigsby said of the Acquisition, "In my career, I've had the good fortune of founding companies that benefitted from rapid growth in emerging business and technology trends. I see mobile visual search as the next great opportunity in this field and am, therefore, immensely excited to be joining Slyce at this point in their expansion."

The aggregate purchase price to be paid by Slyce for Drivetrain is comprised as follows: (i) US$1.5 million in cash payable at closing; (ii) US$1.0 million in Common Shares payable at closing at an issue price of US$0.539 (or approximately CDN$0.608) per share, such that 1,855,288 Common Shares of Slyce will be issued; and (iii) up to US$1.0 million in deferred cash payments payable in certain circumstances over a period of 24 months following the closing.

The Common Shares to be issued will be subject to all applicable securities and regulatory hold periods. In addition, the Common Shares issuable pursuant to the Acquisition will also be subject to a voluntary lock-up agreement comprised of a period of 720 days following the closing date and will be released in one-eighth tranches on the closing date and every 90 days thereafter until fully released.

The completion of the Acquisition is subject to the approval of the TSX-V and the fulfillment of all requirements of thereof. The Acquisition is anticipated to qualify as an expedited transaction pursuant to TSX-V policies, and will not therefore require shareholder approval. Closing of the Acquisition is anticipated to occur in approximately five business days.

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 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.

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 video associated with this press release, please visit the following link: http://www.youtube.com/watch?v=cJupFMy9Ugg

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