Mr. Steve Levely reports

ACKROO TO ACQUIRE GIFTFLY'S EGIFT CARD BUSINESS

Ackroo Inc. has signed a definitive asset purchase agreement, dated Nov. 23, 2023, with GiftFly.com LLC. GiftFly is an international payments company based in the United States with an e-gift card product for small to medium-sized merchants. GiftFly has boarded over 18,000 merchants on its product since inception, with over 4,000 active merchants across North America using the platform today. The transaction will almost double the number of locations Ackroo will support, represents Ackroo's 13th acquisition to date and is expected to close on Nov. 30, 2023.

"As we continue to refocus our acquisition strategy back into the loyalty marketing, gift card and payments space, we are very excited to be adding the merchants and the supporting IP [intellectual property] from GiftFly's e-gift card business," commented Steve Levely, chief executive officer of Ackroo. "One of the strengths of our core AckrooMKTG platform is our gift card offering, so the opportunity to further enhance our platform with some of the unique features offered by GiftFly is an exciting and relatively simple advancement for Ackroo. We are also eager to continue to expand into the U.S. market, which this acquisition affords. For the GiftFly merchants, they will gain the many additional products and services Ackroo has in the loyalty marketing, gift card and payment space plus a much larger product and support team to better cater to their growing needs. Add in that we will effectively double the merchant locations we support, and this is a very exciting win for all involved."

Total consideration for the acquisition will be $750,000 (U.S.), which will be satisfied through a cash payment of $350,000 (U.S.) on closing and a further four monthly cash payments of $100,000 (U.S.) commencing on Jan. 5, 2024, with the fourth and final payment subject to adjustment based on revenue achieved from the GiftFly gift card business. The company is at arm's length from GiftFly, and no finders' fees or commissions will be paid in connection with completion of the acquisition. Completion of the acquisition remains subject to the satisfaction of customary closing conditions.

About GiftFly.com LLC

Founded in 2011, GiftFly is an international digital payments company headquartered in New Canaan, Conn., with operations in Europe and Asia. Its North American e-gift card product provides business owners the ability to create, sell and market their own e-gift cards as well as track transactions in real time. With thousands of merchants and growing, GiftFly merchants allow their shoppers to buy and send gift cards through e-mail or text directly on-line.

About Ackroo Inc.

Through vendor and industry consolidation, Ackroo provides marketing, payment and point-of-sale solutions for merchants of all sizes. Ackroo's self-serve, data-driven, cloud-based marketing platform helps merchants in-store and on-line process and manage loyalty, gift card and promotional transactions at the point of sale. Ackroo's payment services provide merchants with low-cost payment processing options through some of the world's largest payment technology and service providers. Ackroo's hybrid management and point-of-sale solution helps manage and optimize the general operations for niche industries such as used car and boat dealers. All solutions are focused on helping to consolidate, simplify and improve the merchant marketing, payments and point-of-sale ecosystem for their clients. Ackroo is headquartered in Hamilton, Ont., Canada.

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