Star Metro - ShelfieTech Announces Closing of Acquisition of Majority Interest in Aspect

The total consideration paid to the Aspect Shareholder consisted of US$1,582,140 (the "Total Shareholder Consideration"), of which US$1,232,140 was satisfied by way of a cash payment and the remaining balance of US$350,000 was satisfied through the issuance of 269,231 common shares in the capital of Shelfie (the "Shares") with an agreed aggregate value of US$350,000 (CDN$410,769), representing a per Share value of USD$1.30 (CDN$1.78). The Shares are subject to a statutory hold period of four months and one day from the date of issuance such that the hold period expires on March 5, 2027.

In addition to payment of the Total Shareholder Consideration, Shelfie has agreed to provide Aspect with a convertible loan in the amount of US$595,000 (the "Loan"), of which US$170,000 was advanced at closing of the Acquisition, with the remaining US$425,000 to be advanced by January 31, 2027. The Loan bears interest at the minimum rate required by applicable Israeli law and matures on the earlier of January 1, 2031, and the date the Aspect Shareholder ceases to hold Aspect shares. At maturity, Shelfie may elect repayment or conversion into Aspect shares based on a US$3,324,471.30 pre-money fully diluted valuation, or agree to an extension with Aspect. In the absence of a maturity notice or an agreed extension, the Loan automatically converts.

Aspect and the Aspect Shareholder are arm's length parties to the Company.

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

About Aspect

Aspect operates in the Business Intelligence and data analytics space, providing data-driven solutions for the retail sector based on its proprietary 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.

About Shelfietech Ltd.

Shelfie is an AI-driven retail intelligence company transforming data into actionable insights and measurable business results. By combining advanced BI, predictive analytics, and AI-powered execution, Shelfie empowers retailers to optimize operations, improve decision-making, and drive profitability.

For more information please visit our website: https://shelfietech.com/

The securities issued pursuant to the Acquisition 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.

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. 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.

Contacts

John Gildea
VP Corporate Communication
+353868238177
[email protected]

SOURCE: ShelfieTech

View the original press release on ACCESS Newswire

L.Pelletier--SMC