Vancouver, BC / TheNewswire / April 12, 2019 - Eight Solutions Inc. (TSXV:ES) ("Eight Solutions" or the "Company"), a technology company focused on making data easy, today announced that the Company has entered into an agreement with BID Group Technologies Ltd. ("BID Group") pursuant to which BID Group will receive an exclusive license to the Company's Cumul8 data analytics platform in the forestry and wood fibre industry (the "Transaction").
In conjunction with the grant of the Cumul8 license, the Company and BID Group have agreed to dissolve the previously announced Oper8 partnership with BID Group, among other things, agreeing to release the Company from all liability related to the Oper8 partnership. In consideration of the grant of the exclusive license to BID Group, the Company will receive a cash payment of $500,000 and a release from all indebtedness owed to BID Group, including the previously announced $485,000 loan, except for the $1,000,000 convertible debenture. The parties also agreed to use commercially reasonable efforts to negotiate a support agreement regarding the Cumul8 platform within 30 days following closing of the transaction. It is anticipated that Eight will receive storage, AI processing, and support fees from BID Group for the platform. Overall, the Transaction allows BID Group to use the Cumul8 technology as a platform for their expanding digital transformation in the forest industry. BID Group will focus on building out forestry solutions (with the help of the Cumul8 platform) and Eight will use the knowledge and experience it has gained from its work with BID Group in forestry to apply its Industrial IoT and AI platform to other markets.
"We are shifting our focus from forestry because we have learned that we are experts in software platforms, not forestry metrics. It made more sense to move back to our core strength and focus on building our AI platform. This opportunity gives us the time to bring our AI platform into other markets, and increase our focus on how big data, and AI will rapidly grow the market for our Jetstream secure file transfer product. Both BID Group and Cumul8 see this change as a faster, more effective way of working together and we are both extremely excited to see where IoT and AI will take us both," said Rory Armes, CEO and President at Eight Solutions.
In connection with the Transaction, the parties and their respective subsidiaries entered into a five year mutual non-competition and non-solicitation agreement pursuant to which the Company agreed not to compete with the business of BID Group using the Cumul8 platform in the forestry and wood fibre industry and BID Group agreed not to compete with the business of the Company using the platform outside of such industry. The Parties also agreed and intend to amend the outstanding convertible debenture to extend the maturity date to August 20, 2020 and to secure the loan by a general security agreement over the assets of the Company. As a condition of closing and in relation to the Release and settlement of the outstanding debt, the Company will issue a warrant to BID Group to acquire up to 1,500,000 common shares of the Company at an exercise price of $0.14 until April 11, 2024 subject to accelerated expiry in the event that the stock price trades at a price of $0.50 or greater for at least 30 consecutive days. The debenture amendment and warrant issuance are subject to final Exchange acceptance.
Under the terms of the Transaction, the Company agreed, in the event of any sale of the Cumul8 platform to a third party, to pay BID Group the lesser of 50% of the net proceeds (after deduction of all applicable expenses) and $5,000,000 or such portion of the proceeds in cash and/or securities in whatever manner they are received by Eight subject to compliance with applicable securities laws. Closing of the Transaction is subject to receipt of all required approvals of the TSX Venture Exchange.
About Eight Solutions
Eight Solutions is a technology company bringing fast value to data through achievable AI. With a team of Media and Entertainment industry veterans, Eight Solutions brings together the 'fast to excitement' and 'ease of use' philosophies learned from years of producing the world's biggest video games and the experience of handling immense volumes of VFX data while working on Hollywood blockbuster movies. The Eight Solutions product portfolio includes Cumul8, an AI-driven live analytics platform providing real-time and predictive insights that help businesses harness and realize operational value from their data; and Jetstream, a secure high speed file transfer application enabling users to focus on their own work product rather than how it is delivered. For more information, visit eightsolutions.com.
On Behalf of the Board of Directors
(signed) "Rory Armes"
Chief Executive Officer, President and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Except for statements of historical fact, this news release contains certain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" occur. Although Eight believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.
For more Information, please contact:
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Vancouver, British Columbia, V5T 1M6
Phone: (604) 669-8885
Fax: (604) 669-8855