Mr. Steve Levely reports

ACKROO COMPLETES SALE TO PAYSTONE

Ackroo Inc. has completed its previously announced statutory plan of arrangement with Paystone Inc. (please see the news release dated Dec. 13, 2024), pursuant to which Paystone, through its wholly owned subsidiary, Atom Growth Inc., acquired all of the issued and outstanding common shares of Ackroo, and has assumed all assets and liabilities of Ackroo.

The arrangement

Pursuant to the terms of the arrangement, each holder of the issued and outstanding shares immediately prior to the closing of the arrangement, other than the deferring shareholders (as defined below), received 15 cents in cash for each share held. In connection with the arrangement, each holder of outstanding incentive stock options of the company held immediately prior to closing received an amount (if any) equivalent to the difference between the exercise price of the company options and the offer price. Upon closing, all company options were cancelled.

Steve Levely, the chief executive officer of Ackroo, and another arm's-length shareholder agreed to defer payment of the offer price for the shares they held immediately prior to closing for a minimum of 12 months following closing. The deferring shareholders received, in lieu of the offer price, the equivalent principal amount in an unsecured subordinated promissory note of Paystone. In connection with the arrangement, Mr. Levely has assumed the role of chief operating officer of Paystone.

As a result of the arrangement, the shares are anticipated to be delisted from the TSX Venture Exchange at market close on or about April 2, 2025, and the company will apply to cease to be a reporting issuer in each of the applicable jurisdictions in Canada.

"I am very happy for our shareholders, clients and staff that we were able to close on our sale to Paystone," said Mr. Levely. "For our shareholders, I am happy that, during a time of economic uncertainly, we were able to deliver a fair value on the business and provide liquidity for everyone in the process. For our clients and staff, they will benefit from a much larger organization. Clients will have a larger team working to advance and support their business while staff will have even more career opportunities as part of a larger enterprise -- a win for all. I personally also want to thank Eamonn Garry and Tyler Nelson, founders of Ackroo, who gave me an opportunity to work in the business with them and treated me more as a co-founder than an employee while I was VP for each of them. It helped prepare me for what ended up being a 10-year journey as a first-time CEO. The personal and professional growth for me during this time has been incredible where I genuinely appreciate them opening that important door for me in my business career. I also want to thank our shareholders, board and staff, both present and past, that have supported myself and the business over the years. I feel truly blessed to have been surrounded and supported by so many great people, and I look forward to leveraging my Ackroo experience into my next journey."

"I would like to welcome the Ackroo team, clients and partners to Paystone," added Tarique Al-Ansari, chief executive officer of Paystone, a major player in the gift card and loyalty space. "This acquisition further strengthens our position as a market leader, and the combination of Ackroo with our DataCandy platform enhances the value we provide to our existing and future clients as well as partner ecosystem."

Information for the former shareholders of the company

Registered shareholders of the company who have not already done so are reminded to submit a duly completed letter of transmittal and, as applicable, the certificate(s) and/or direct registration system advice(s) representing their shares to Computershare Investor Services Inc. For those shareholders of Ackroo whose shares are registered in the name of a broker, investment dealer, bank, trust company, trust, or other intermediary or nominee, such shareholders should contact such nominee for assistance in depositing their shares and should follow the instructions of such intermediary or nominee.

For more information on the arrangement, please refer to the company's management information circular dated Jan. 24, 2025, which is available at the company's issuer profile on SEDAR+.

Early warning disclosure

The following disclosure is provided pursuant to National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues) in connection with the requirement to file an early warning report by Atom regarding the acquisition of all of the issued and outstanding shares pursuant to the arrangement, being 115,351,527 shares, including 93,612,165 shares acquired at the offer price and 21,739,362 shares acquired for the deferred consideration. The arrangement was carried out pursuant to an arrangement agreement entered into between Paystone, Atom and the company dated Dec. 12, 2024, as amended by an amending agreement dated Feb. 3, 2025. Immediately prior to the closing, Atom held no shares.

Upon closing, all of the directors resigned from the board of directors of the company, and the company amalgamated with Atom and Ackroo's wholly owned subsidiary, Ackroo Canada Inc. Atom intends to cause Ackroo to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate Ackroo's public reporting requirements.

In connection with the arrangement, certain securityholders of Ackroo entered into support and voting agreements with Paystone, pursuant to which such securityholders agreed to vote their shares in favour of the approval, consent, ratification and adoption of the resolution authorizing the arrangement.

Atom was formed under the federal laws of Canada on Feb. 15, 2023. An early warning report will be filed by Atom with applicable Canadian securities regulatory authorities. For further information or to obtain a copy of the early warning report, please contact Mr. Al-Ansari at telephone: 1-888-900-9192.

Advisers and counsel

Paradigm Capital Inc. acted as financial adviser to the company, and Canaccord Genuity Corp. acted as financial adviser to Paystone and Atom. Miller Thomson LLP acted as legal counsel to Paystone and Atom while Cassels Brock & Blackwell LLP acted as legal counsel to the company.

About Paystone Inc.

Paystone is a leading North American payment and software company redefining the way merchants engage their customers and expand their businesses. The company's suite of automated payment processing, customer loyalty programs, gift card solutions and reputation marketing software is used at over 35,000 merchant locations across Canada and the United States which collectively process over $10-billion a year in bank card volume. The fintech company employs over 150 employees and serves as the technology partner of choice for hundreds of partners across North America.

About Ackroo Inc.

As an industry consolidator, Ackroo acquires, integrates and manages gift card, loyalty marketing, payment and point-of-sale solutions used by 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 acquisition of payment ISOs affords Ackroo the ability to resell payment processing solutions to its growing merchant base through some of the world's largest payment technology and service providers. As a third revenue stream, Ackroo has acquired certain custom software products including hybrid management and point-of-sale solutions that help manage and optimize the general operations for niche industries, including automotive dealers and more. 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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