UST Global (Canada) Inc. entered into an agreement to acquire Prodigy Labs from Prodigy Ventures Inc. (TSXV:PGV) for CAD 12.5 million on December 30, 2022. Pursuant to the terms of the proposed Transaction, Prodigy would receive cash consideration of up to CAD 12.5 million, CAD 8.5 million of which would be paid on closing and up to CAD 4 million of which would be payable upon achieving certain EBITDA and revenue targets. The earn-out payment of up to CAD 4 million is anticipated to be paid within sixty (60) days following the expiry of the earn-out period ending on June 30, 2024.

In addition, Prodigy will be entitled to a payment in respect of TCB's working capital on closing which is anticipated to be approximately CAD 500,000 but will vary based on the amount of accounts receivable collected following closing of the Transaction. There are no finders fees payable in connection with the Transaction. The Transaction remains subject to the receipt of all applicable regulatory and third party approvals, including the approval of the TSX Venture Exchange, and the satisfaction of other closing conditions including no material adverse change having occurred between the execution of the Agreement and closing of the Transaction.

It is anticipated that shareholder approval for the Transaction will be required by the Exchange but that such approval will be provided by way of written consent of the holders of at least 50% of the outstanding common shares of Prodigy. Eric Robin of Fogler, Rubinoff LLP acted as legal advisor to Prodigy Ventures Inc. Luciano Aguilera of Goodmans LLP acted as legal advisor to UST Global.