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Rewardstream Solutions Inc (2)
Symbol REW
Shares Issued 17,483,081
Close 2018-05-08 C$ 0.32
Market Cap C$ 5,594,586
Recent Sedar Documents

ORIGINAL: Rewardstream to sell referral, reward business

2018-05-08 13:41 ET - News Release

Received by email:

File: PR_RewardStream_Announces_Agreement_CLEAN1.pdf

FOR IMMEDIATE RELEASE

REWARDSTREAM SOLUTIONS INC. ANNOUNCES AGREEMENT TO SELL REFERRAL
AND REWARD BUSINESS

Vancouver, British Columbia, May 8, 2018   RewardStream Solutions Inc. (TSXV: REW
and Frankfurt: JL4L, WKN Number A2APX1) ("RewardStream" or the "Company") is
pleased to announce that it has agreed to sell the referral and reward business to a strategic
partner. In order to facilitate the pursuit of new business opportunities that will increase
shareholder value, the Company intends to reorganize itself by accepting an offer to
purchase all of the outstanding shares of the Company's wholly owned subsidiary,
RewardStream Solutions NA Inc. ("RSNA") by Buyapowa Ltd. ("Buyapowa") (collectively,
the "Reorganization"). Subject to approval of the Reorganization by the TSX Venture
Exchange and by the Company's shareholders, immediately prior to completion of the
Reorganization, the Company expects to transfer all of the assets and liabilities of its referral
and reward business to its wholly-owned subsidiary RSNA through an asset purchase
agreement.

"We are pleased to announce this reorganization, which we strongly believe is a win for both
the operating company and the current shareholders," stated Rob Goehring, CEO of
RewardStream. "The acquisition of the business by Buyapowa, a company pursuing the
same business as RewardStream, but in Europe and Asia, will enable the staff and
customers of RewardStream to continue independently while allowing the public company to
seek new opportunities and thus create value for shareholders."

Transaction Details
Pursuant to a purchase and sale agreement (the "RSNA Purchase Agreement") between
the Company and Buyapowa dated May 4, 2018, the Company has agreed to sell to
Buyapowa all the issued and outstanding shares in the capital of RSNA in consideration for
a cash payment of C$150,000 and sliding scale royalty payment based on licence fees
received from existing and active RSNA customers (the "Royalty"). The Royalty
commences at a 15% rate for an initial 11 month period and decreases over time, resulting
in a perpetual 1% Royalty after a period of 47 months.

Completion of the Reorganization is subject to approval of the TSX Venture Exchange and
the Company's shareholders, as well as other customary closing conditions. The Company
and Buyapowa are at arm's length. No finder's fees are payable in connection with the
Reorganization.

Shareholder Approval Details
The Company has called an annual general and special meeting of its shareholders (the
"Meeting") to, among other things, approve the Reorganization. The Meeting is scheduled
to be held on Wednesday, June 6, 2018 at Suite 800   1199 West Hastings Street,
Vancouver, British Columbia. Shareholders as of the record date will receive notice of, and
be entitled to vote at, the Meeting. A management information circular will be mailed to
shareholders of the Company and will provide additional information about the
Reorganization.



1.877.692.0040 | www.rewardstream.com | info@rewardstream.com                Page | 1
 The management information circular will include the unanimous recommendation of the
board of directors of the Company for the Company's shareholders to vote FOR the
Reorganization. The management information circular will be available on SEDAR under the
Company's issuer profile at www.sedar.com.

For more information contact:

RewardStream Solutions Inc.
Rob Goehring, CEO
Rob.goehring@rewardstream.com
(877) 692-0040



Forward-Looking Information

This news release includes certain statements that may be deemed "forward -looking statements".
The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "would",
"project", "should", "believe" and similar expressions are intended to identify forward -looking
statements. Although the Company believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no assurance that they will prove to be
correct. Since forward-looking statements address future events and conditions, by their very nature
they involve inherent risks and uncertainties. These statements speak only as of the date of this
News Release. Actual results could differ materially from those currently anticipated due to a number
of factors and risks including various risk factors discussed in the Company's disclosure documents
which can be found under the Company's profile on www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.




1.877.692.0040 | www.rewardstream.com | info@rewardstream.com                    Page | 2
 


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