Star Metro - Shelfie Signs Definitive Agreement to Acquire Majority Interest in Israeli Based Aspect Information Systems Ltd.

ASPECT operates in the Business Intelligence and data analytics space, providing data-driven solutions for the retail sector based on its propriety AI machine learning technology. Aspect has developed capabilities in gathering and analyzing retail data and generating actionable insights . ASPECT shares Shelfie's product philosophy and commitment to innovation in the rapidly growing "shelf inventory management technological solutions for the retail industry" category.

The Transaction significantly advances Shelfie's stated strategy. ASPECT will enhance Shelfie's existing intellectual property portfolio which should result in by providing retail users with access to a wider array of synergistic product lines.

Share Purchase Agreement

Pursuant to the Agreement, Shelfie will initially acquire up to a 70% equity stake in ASPECT as follows (all amounts herein are in U.S.$):

1. On closing, a cash payment of $1,327,140 to the ASPECT Shareholder in consideration for 50% of the issued and outstanding securities of ASPECT (the "Securities"); and

2. On closing, an investment into ASPECT, in the amount of $500,000, in return for that amount of Securities as will increase Shelfie's ownership by an additional 10% of the Securities (to an aggregate of 60%); and

3. Prior to June 30, 2026, an investment into ASPECT, in the amount of $500,000, in return for that amount of Securities as will increase Shelfie's ownership by an additional 10% of the Securities (to an aggregate of 70%)

Additionally, the Agreement provides Shelfie with an option to acquire (the "Call Option") an additional 15% of the Securities held by the ASPECT Shareholder in consideration of $1,000,000. The Call Option expires on December 31, 2030 (the "Expiry Date").

Furthermore, the Agreement provides the ASPECT shareholder with the option to sell (the "Put Option") all its remaining Securities (if the Call Option has been exercised such amount will represent 15% of the Securities and 30% of the Securities if the Call Option has not been exercised). The consideration payable by Shelfie if the ASPECT Shareholder has exercised the Put Option shall be satisfied by the issuance of common shares in the capital of Shelfie (the "Shares") to the ASPECT Shareholder pursuant to an agreed to formula. Such formula provides that the maximum number of Shares potentially issuable to the ASPECT Shareholder shall not exceed 9% of the Shares at the time the Put Option is exercised. The Put Option expires on the Expiry Date.

The Agreement sets out certain terms and conditions pursuant to which the Transaction will be completed. The Transaction remains subject to certain closing conditions, including, without limitation: (a) the entering into of an employment agreement with a certain key executive of ASPECT; (b) the receipt of all required regulatory approvals, including that of the Canadian Securities Exchange; (c) each party's representations and warranties in the Agreement being true and correct in all respects as of the date of closing; and (d) each party completing its covenants and obligations as contained in the Agreement. There can be no guarantees that the Transaction will be completed as contemplated or at all. The Transaction is expected to close in early June 2026.

All Shares issued pursuant to the Transaction will be issued under prospectus exemptions pursuant to National Instrument 45-106 - Prospectus Exemptions and are subject to an applicable statutory hold period of four months and one day from the date of issuance. ASPECT and the ASPECT Shareholder are arm's length parties to the Company. No finders' fees shall be payable in connection with the Transaction.

The Transaction qualifies as a "significant acquisition" pursuant to Part 8 of Canadian Securities Administrators "National Instrument 51-102 Continuous Disclosure Obligations".

The securities issued pursuant to the Transaction have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

Contacts

Bentsur Joseph
CEO and Co-founder
[email protected]

Disclaimers

The Canadian Securities Exchange has in no way passed upon the merits of the Company and has neither approved nor disapproved the contents of this press release. Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release contains "forward-looking statements" within the meaning of the securities laws. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management's current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. In addition, we cannot assure that any patent will be issued as a result of a pending patent application or, if issued, whether it will be issued in a form that will be advantageous to us. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company's reports filed from time to time at sedarplus.ca. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect on actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. The Company is not responsible for the contents of third-party websites.

SOURCE: ShelfieTech

View the original press release on ACCESS Newswire

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