Toronto, Ontario - March 11, 2021 - Compel Capital Inc. o/a ScreenPro Security (CSE: SCRN) ("ScreenPro" or the "Company") is pleased to announce through its wholly owned subsidiary, ScreenPro Security Ltd., that it has entered a binding Letter of Intent (the "LOI") to acquire 100% of GoStop Inc. ("GoStop"), an arm's length private COVID-19 digital passport medical services company, incorporated under the laws of British Columbia.
Subject to the completion of satisfactory mutual due diligence within thirty (30) days by ScreenPro and GoStop and under the terms and conditions of the LOI, ScreenPro and GoStop will enter into a Definitive Share Purchase Agreement (the "Exchange Agreement"), according to which ScreenPro will acquire 100% of the issued and outstanding common shares (the "Acquisition") of GoStop.
John McMullen, CEO, stated, "This acquisition is an accretive move for our company. To have a digital health passport that maintains key personal medical statistics on the patient not only enables the clearance for the user to enter to workspace. It also enables medical professionals to access key information on the patient to diagnose and treat with the proper medical solutions. We believe that to offer and implement this strategy to our current client base, our company has the potential to generate an additional revenue stream to our current testing business strategy. I, along with our entire team, are looking forward to expand our screening strategy by including the GoStop technology."
GoStop is a digital COVID-19 passport developed using a privacy preserving approach using decentralised proximity tracing that will enable people to use the alerting software and downloadable app for infections through track and tracing, by utilizing patient device authentications certificates. Post due diligence and upon final closing, ScreenPro plans to integrate this application into ScreenPro's current reporting system, making it more patient centric. Users will be able to have alerts either on demand: setting it either for daily, weekly or a monthly basis. This platform can be used not only for ScreenPro's current COVID testing, but also be used for vaccine scheduling. By using the GoStop app, results from ScreenPro's COVID-19 screening, will deliver positive or negative results directly to the patient. If the patient receives a positive result, this app will advise immediate isolation and suggest a quarantine to their most recent in-person contacts. Resulting in a more efficient, effective testing process that is both personal and informative
It is anticipated that the Acquisition will be structured as a share acquisition. ScreenPro will acquire all of the securities of GoStop. It is anticipated that the Definitive Agreement will be signed on or before March 31, 2021.
The Company will acquire all shares of GoStop for an aggregate purchase price of CAD $4 million ("Purchase Price") to be satisfied through the issuance of Units ("Consideration Unit") of ScreenPro. The number of Consideration Units to be issued shall be determined based on the close of the common shares of the Company as of March 10, 2021, on the facilities of the Canadian Securities Exchange (the "CSE").
Each Consideration Unit will have a deemed value of C$0.10 and consist of one common share of the Company (each, a "Common Share") and one common share purchase warrant of the Company (each whole common share purchase warrant, a "Consideration Warrant"). Each Consideration Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$0.15 for a period of 18 months from the date of issue.
Issuance of the Consideration Unit shall be subject to the receipt of regulatory approvals including, without limitation, the approval of the CSE and other conditions and will be subject to statutory hold periods.
The Board of Directors and shareholders of GoStop approving the Definitive Agreement and the transfer of the GoStop shares to the Company in exchange for the payment of the Purchase Price.
The Company completing and being satisfied with the results of its due diligence investigations.
On closing of the Transaction, GoStop will become a wholly owned subsidiary of the Company.
ScreenPro provides turnkey coronavirus screening solutions to the private sector. ScreenPro's unique access to multiple manufacturers of high quality South Korean test kits and its strategic partnership with Canvas Labs in Vancouver and Integrated Explorations in Ontario. This platform allows ScreenPro to be a nationwide provider of a full-service testing solutions across Canada. In addition to providing test kits, ScreenPro has over 300 certified nursing professionals, and access to high quality PPE to ensure that its clients are protected in all aspects of their testing needs.
Website at www.screenprosecurity.com
About GoStop AI
GoStop AI is a Medical Wallet company. GoStop helps to create safe working environment with its medical passport.
Neither the Canadian Securities Exchange (the "CSE") nor it's Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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Forward Looking Statements:
Certain statements contained in this news release may constitute forward‐looking information, including statements relating to expectations regarding the future development of ScreenPro's business. Forward‐looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", and similar expressions. Forward‐looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking information. The actual results of ScreenPro could differ materially from those anticipated in this forward‐looking information as a result of regulatory decisions, competitive factors in the industries in which ScreenPro operates, prevailing economic conditions, changes to ScreenPro's strategic growth plans, and other factors, many of which are beyond the control of ScreenPro. Management of ScreenPro believes that the expectations reflected in the forward‐looking information herein are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking information should not be unduly relied upon. Any forward‐looking information contained in this news release represents ScreenPro's expectations as of the date hereof and is subject to change after such date. ScreenPro disclaims any intention or obligation to update or revise any forward‐looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.