SpotLite360 IOT Solutions, Inc. and TrackX Holdings, Inc. Announce a Letter of Intent (LOI) for SpotLite360 to Acquire TrackX Holdings, Inc.

DENVER and VANCOUVER, British Columbia and TORONTO, Dec. 07, 2022 (GLOBE NEWSWIRE) — SPOTLITE360 IOT SOLUTIONS, INC. (“SpotLite360” or the “Company”) (CSE: LITE) (OTC: SPLTF) (Frankfurt: 87A) is pleased to announce that it has entered into a non-binding Letter of Intent (the “LOI”) to acquire TRACKX HOLDINGS, INC (“TrackX”) (TSX.V:TKX I Frankfurt:3TH) by way of a proposed transaction (the “Proposed Transaction”), whereby the Company will acquire all of the issued and outstanding securities of TrackX.

As part of SpotLite360’s acquisition of Captios in June of 2021, the Company acquired a software license to TrackX’s supply chain technology platform for use within the healthcare, pharmaceutical and agriculture industries. TrackX operates as an enterprise asset management company deploying SaaS-based solutions leveraging multiple auto-ID and sensor technologies for the comprehensive tracking and management of physical assets. TrackX’s Global Asset Management for Enterprises Platform enables the Industrial Internet of Things (IOT) by providing unique item level tracking, workflow processing, event management, alerting and powerful analytics to deliver solutions across a growing number of industries. On a non-exclusive basis, SpotLite360 has commercialized its TrackX license across multiple customers within its targeted industries by delivering a “powered by TrackX” suite of solutions for end-to-end supply chain tracing, tracking, sustainability and consumer proof of Environmental, Social and Governance (“ESG”) initiatives.

The Proposed Transaction is expected to be structured as a plan of arrangement, merger, amalgamation, share exchange, and/or other similar transaction that will result in TrackX becoming a wholly owned subsidiary of the Company or otherwise combining its corporate existence with that of the Company. The Company and TrackX have agreed to negotiate in good faith the terms of a definitive agreement with respect to the Proposed Transaction and to consummate the Proposed Transaction during Q1 2023.

In addition to entering into a definitive agreement between the parties, the Proposed Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the Canadian Securities Exchange (“CSE”), approval of the TSX Venture Exchange (“TSX-V”), TrackX shareholder approval, and completion of due diligence reasonable or customary in a transaction of a similar nature, among other conditions. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

With TrackX’s impressive presence in the delivery of supply chain tracing, tracking, proof of sustainability and ESG claims, both companies are confident that the Proposed Transaction contemplated in the LOI can be beneficial respect to new revenue opportunities, as well as an enhanced ability to further commercialize its supply chain visibility solutions utilizing IoT and blockchain technologies.

Gene McConnell, CFO of SpotLite360 commented, “Strategic acquisitions are an important part of the modern growth strategy for technology companies such as SpotLite360. Our relationship with TrackX over the last year has validated a large market opportunity for the companies’ combined disruptive innovations. Our vision to deliver product proof of origin, chain of custody, proof of sustainability initiatives and ESG claims with the benefit of diversified revenue streams can change the future of supply chains. The Proposed Transaction with TrackX is set to provide the Company with a much stronger position for innovation, sales conversions, and long-term overall prosperity. Our clients will benefit from an unparalleled standard of reporting and monitoring of their facilities and supply chains with integrations of technologies such as ours as part of their overall business infrastructure.”

Kirk Ball, Director of TrackX commented, “Since entering into a licensing agreement with SpotLite360 in 2021, we have continued to see more opportunity for collaboration between our respective teams, technology initiatives and partner networks. We are both focused on the delivery of tracing, tracking and sustainability solutions. The proposed transaction represents an opportunity to create significant economies in administration, technology, sales and capital market expenses which will result in additional value for our shareholders, our customers, and our employees.”

SpotLite360 is also reporting that James Greenwell has resigned as the Chief Executive Officer and President of Spotlite360. Tim Harvie, will be assuming the interim responsibilities of President and Chief Executive Officer on behalf of the Company through the completion of the Proposed Transaction.

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