Montreal, Quebec–(Newsfile Corp. – August 27, 2021) – GOLO Mobile Inc. doing business as Usewalter (TSXV: WLTR) (“Usewalter” or the “Company”), is pleased to announce it has signed a non-binding Letter of Intent (the “LOI“) with a leading North American software company with a focus on providing vertical market software solutions (the “Purchaser“), contemplating the potential sale of 100% of the issued and outstanding shares of GOLO Inc. and Walter Innovations Inc., two wholly owned subsidiaries of the Company (the “Subsidiaries) (the “Transaction“), which sale is expected to include the Company’s software platform, customer relationships and the Usewalter brand.
The LOI is non-binding and the Transaction is subject to, among other matters, a due diligence review by the Purchaser, board approvals of the Transaction by each party, execution of proprietary rights agreements with certain key employees, the assumption of the Company’s premises lease obligations by the Purchaser, TSXV approval, shareholder approval, if required, and the signing of a binding definitive agreement (the “Definitive Agreement“). The purchase price, which is based upon certain principal assumptions, including the existence of strong relationships with existing customers, gross and annualized revenue metrics and the expected results of the purchaser’s due diligence, is payable on closing of the Transaction. The LOI is non-binding and neither the Company nor the Purchaser is under any obligation to enter into, or continue negotiations regarding, the Definitive Agreement or to proceed with the Transaction. Other than as specifically set out in the LOI, no binding agreement will exist between the Company and the Purchaser relating to the Transaction unless and until the Definitive Agreement has been finalized and executed. It is intended that the Transaction will be an initial step toward the ultimate liquidation and dissolution of the Company and the delisting of the Company from the TSXV.
The Company has agreed to an exclusivity period until October 31, 2021, during which they will negotiate exclusively with the Purchaser with a view to settling the Definitive Agreement. There can be no assurances that any component of the Transaction will proceed, nor can there be any assurance as to the final definitive terms thereof.
The Company will issue a news release updating this information and providing more detail on the parties and finalized terms once the Definitive Agreement has been entered into.
This news release may contain statements which constitute “forward-looking information” under applicable Canadian securities laws, including statements regarding plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities of the Company or with respect to the LOI and the likelihood that the Definitive Agreement will be entered into and the Transaction will be consummated. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, the Subsidiaries or their management, may identify such forward-looking information. Investors are cautioned that any such forward-looking information is not a guarantee of future business activities and involves risks and uncertainties, and that the Company’s future business activities may differ materially from those in the forward-looking information as a result of various factors, including, but not limited to, fluctuations in market prices, risks relating to the preliminary and non-binding nature of the LOI, the inability of the parties to satisfy the conditions precedent set out in the LOI or ultimately agree on definitive terms, the ability of the Subsidiaries to satisfy the purchaser with respect to their ability to maintain existing customers, the willingness of certain key employees to execute proprietary rights agreements, success of the operations of the Subsidiaries, continued availability of capital and financing, the ultimate liquidation, dissolution and delisting of the Company and general economic, market or business conditions. There can be no assurances that such information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Company does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.
For Further Information:
Peter Mazoff, Chief Executive Officer
5 Quarters Investor Relations, Inc.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) is responsible for the adequacy or accuracy of this press release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES