SpotLite360 IOT Solutions, Inc. Closes Acquisition of Reti Capital Corp. Including All Equity of Digital Media Company ‘Back to the Digital’

DENVER and VANCOUVER, British Columbia, Aug. 26, 2022 (GLOBE NEWSWIRE) — SPOTLITE360 IOT SOLUTIONS, INC. (“SpotLite360” or the “Company”) (CSE: LITE) (OTC: SPLTF) (Frankfurt: 87A) is pleased to announce that it has acquired a 100% equity interest in Reti Capital Corp. (“RETI”) and in connection thereof, acquired a 100% equity interest in Back to the Digital, Inc. (“BTTD”) a Denver, Colorado based digital media company. BTTD is the parent of the very successful website www.ImFromDenver.com.

BTTD is a nationally recognized producer of data-driven digital content that entertains, engages, interacts and increases revenues across many digital platforms. ImFromDenver.com is one platform used to distribute their produced digital content and has driven best in class consumer engagement numbers. On an average daily basis, this platform has over three hundred thousand unique visitors and frequently over six hundred thousand visitors. In a recent 28 days span the site had over 15 million views. Everyday their website is ranked in the top three highest consumer trafficked sites in Colorado. The acquisition of BTTD will present greater opportunity to scale the supply chain digital twin in SpotLite360’s customer base. The BTTD team will also enhance SpotLite360’s marketing effort and facilitate a new suite of consumer facing solutions as an integral part of SpotLite360’s SaaS based supply chain technology solutions. With consistent revenue growth year over year, BTTD has built and told the story of many companies, products and brands.

Reti also brings an exclusive global license with Encapsa Technology Ventures, Inc. (“Encapsa”) to the SpotLite360 team within the supply chain arena; the global license will leverage Encapsa’s patented data storage technology that uniquely brings together all forms of structured or unstructured data and makes that data searchable and available to all members of the enterprise. Encapsa’s unique, novel, and proprietary data storage and data management technology facilitates the uniting of disparate data for consummation and analysis.

James Greenwell, President and CEO commented, “We are very excited to add this team and these capabilities to our strategy of driving supply chain data and proof to consumers. Our software solutions provide tracing, tracking and visibility to any supply chain and consumers are the ultimate beneficiaries of this data. Consumers will have visibility into the proof of sustainability, ESG claims, product origins, authenticity, nutritional fact panels, and a long list of product and brand claims. Consumer engagement and data analytics is the last mile of the supply chain.”

Jared Wigand, founder of BTTD added, “I see the vision of collecting real time data across the supply chain and presenting digital data to the consumer. Data is the key to proof in healthcare, agriculture, and pharmaceutical and building consumer trust in any brand. SpotLite360 is a pioneer in leveraging a SaaS platform, IOT, Blockchain, Sensors to collect data, analytics, transparency into a supply chain, and chain of custody, for the ecosystem of partners and the consumers of these brands. My team is delighted to be a part of this future. It’s brilliant!”

Reti and BTTD will operate as wholly owned subsidiaries of SpotLite360 and are expected to be accretive by the end of 2022.

Consideration for the acquisition of Reti consisted of 13,250,000 common shares of the Company issued at CAD $0.08 per share. The Company relied on the prospectus and registration exemption under section 2.16 of National Instrument 45-106 (take-over bid exemption) in issuing the consideration shares for Reti; these consideration shares are not subject to a hold period. Upon the acquisition of Reti, the Company immediately assumed the letter of intent between Reti and BTTD, and acquired all of the equity of BTTD pursuant to a definitive agreement. The acquisition of BTTD consisted of 1,000,000 common shares of SpotLite360 which were issued at CAD $0.08 per share and US $50,000 cash. Additionally, BTTD has a twelve-month stock based earn-out based on exceeding certain revenue targets. The consideration shares issued for the BTTD acquisition and any subsequent earn-ours are subject to a four (4) month and one (1) day hold period from issuance.

None of the securities issued in connection with the acquisition of Reti or BTTD have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them have been offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

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