The TSX Venture Exchange has accepted for filing documentation pertaining to a draft asset contribution and acquisition agreement dated Nov. 20, 2023, among the company, Shift44 Inc., a company subsidiary organized under the laws of New York, and several arm's-length parties (the vendors), whereby the company acquired, through the subsidiary, all assets of S44 LLC, a lead generation and performance marketing platform (the target).

Under the terms of the agreement, the company has agreed to acquire the target in exchange for the following consideration:

• Up to a $17.75-million (U.S.) cash payment;
• Issuance of up to 4,790 Class B non-voting shares of the subsidiary, exchangeable into up to 44,250,020 common shares of the company at any time;
• Issuance of up to $16.75-million (U.S.) principal amount non-interest-bearing convertible debenture, convertible at any time at the holder's option into the company's common shares at 78 U.S. cents per common share until maturity on Nov. 30, 2026;
• Assumption of $1-million (U.S.) of current liabilities of the target.

For further details, please refer to the company's news release dated Nov. 20, 2023.