Name Change. Company Acquisition and Ongoing Financings
February 26, 2021
Vancouver, B.C., February 26, 2021 – RAYL Innovations Inc. ("RAYL" or the "Company"), pursuant to the news release March 27, 2020 has successfully completed several milestones summarized, and presented in detail, below: 1) On July 31, 2020, the Company closed a $0.10 financing for gross proceeds of $56,000; 2) The Company, formerly named Pembrooke Acquisition Group Inc., completed a change of name November 30, 2020, to RAYL Innovations Inc.; 3) The Company closed the acquisition of Post Socratic Ventures Inc. (“PSV”) on November 30, 2020, entitling the Company to PSV’s complete library of intellectual property (the “IP”) for RAYL.Pay, the Company’s merchant payment platform; 4) The Company closed the acquisition of RAYL Ventures Inc. on November 30, 2020 and was renamed to RAYL Business Solutions Inc. (“RBSI”). Going forward, RBSI is the Canadian operating business for the Company; 5) On December 01, 2020, the Company announced a $5,000,000 private placement of common shares in the Company at $0.50. To date, the Company has received gross proceeds exceeding $1,000,000; 6) On February 22, 2021, the Company launched RAYL.Apptive, a fully integrated cloud-based business portal, initially with 18 interconnected business and productivity applications, designed to replace multiple disparate monthly subscription-based solutions from a myriad of SaaS companies and bringing them into one interoperable SuperApp. The Company is currently onboarding select beta customers for rigorous application testing, infrastructure scaling, and quality assurance; and 7) The Company is currently launching its RAYL.Vip 2-tiered affiliate sales program with more than 100 onboarded affiliates anticipated as the Company goes live with RAYL.Apptive, March 2021.
FINANCING ACTIVITIES $0.10 Financing Closed July 31, 2020 The Company closed an oversubscribed, non-brokered private placement and closed on $56,000 priced at $0.10 per common share. The Company issued 560,000 shares, and no finders fees were paid in connection with the financing. The shares issued were subject to a four-month hold period, which expired November 2020. Proceeds from this financing were used to progress the development of RAYL.Apptive and for general corporate purposes.
$0.50 Financing Announced December 15, 2020 The Company initiated a private placement financing for up to $5,000,000 priced at $0.50 per common share on December 15, 2020. Closing will be subject to Board approval and any shares issued will be subject to a four-month hold period. As at the date of this news release the Company had received $1,013,767, issuing 2,027,534 shares. No finders’ fees have been paid in connection with the financing to date. Proceeds from this financing are being, and will be, used to: 1) Complete programming of RAYLapptive, an 18-application cloud-based suite, and finalize beta testing; 2) RAYL.Pay bank sponsorship connecting to card brand networks for payment processing, partner bank approval and API integration. 3) RAYL.Vip affiliate sales and marketing launch; and 4) General corporate purposes.
CLOSING OF ACQUISITIONS AND CHANGE OF NAME Post Socratic Ventures Inc. On November 30, 2020, the Company completed the acquisition of Post Socratic Ventures Inc. (“PSV”), a corporation incorporated in the British Virgin Islands having a complete library of IP for the Company’s RAYL.Pay solution. The Company issued 6,300,000 common shares of the Company to acquire 100% of the issued and outstanding shares of PSV at a deemed price of $3,150,000. The acquisition includes all assets, IP, commercial agreements, trademarks, and employee and consultant contracts. Additionally, as a condition of the PSV Share Purchase Agreement, the senior technical leader for PSV, Jamie Zimmerman, has been appointed as the Chief Information Officer of RAYL.
A brief background on Mr. Zimmerman is noted below: Jamie Zimmerman has more than 20 years’ experience in technology design and implementation, delivering solutions to national and multinational businesses. He has global experience with Payment and Healthcare data security in United States, China and Latin America; Business Process Outsourcing including management of data centers and contact centers in United States and Latin America; and Terminal and POS hardware development starting with the first commercial PDA application for credit card processing in 1997.
RAYL Ventures Inc. On November 30, 2020, the Company completed the acquisition of RAYL Ventures Inc. (“RVI”), a British Columbia (Canada)-based management services corporation. The Company issued 4,000 common shares of the Company to acquire 100% of the issued and outstanding shares of RVI at a deemed price of $4,000. The acquisition includes all commercial agreements and consultant contracts. The purpose of this acquisition is to ensure the resulting issuer has an effective sales organization able to deliver profitable licensing and merchant services sales.
Name Change and Corporate Office Concurrent to the acquisition of PSV and RVI on November 30, 2020, the Company underwent a name change from Pembrooke Acquisition Group Inc. to RAYL Innovations Inc. to align the parent company with the resulting issuer RAYL branding and to better communicate the fundamental innovation the Company is bringing to merchants and business owners.
On February 1, 2021, the Company entered into a month-to-month sub-lease for a modest and scalable office located at Suite 570 – 420 Granville Street in Vancouver, British Columbia. Nicholas Jeffery, the Company’s CEO commented, “the new office is a great step forward for us and combines all of our requirements including professional work and meeting areas, back-office administrative support, a very reasonable cost and no ongoing obligation beyond a 30-day notice. We are very happy to have secured this space in the central business district of Vancouver.”
SUMMARY AND NEXT STEPS: Mr. Jeffery additionally commented: “I am very pleased with our progress to date. Following completion of our Vested.ca campaigns closing March 9, 2020 and July 6, 2020, respectively, we’ve been very fortunate to complete the acquisitions announced March 27, 2020; and having continued investor support to go-live with RAYL.Apptive and commence the RAYL.Pay integration process.
The RAYL team has come together so well over the intervening months, and the value proposition has become incredible from my viewpoint. We’ve been very fortunate to have more than 100 RAYL Affiliates ready to launch RAYL.Apptive into their respective merchant networks, and they’re very eager to see us go-live with RAYL.Pay following the close of our current financing discussed above. The last piece of the RAYL solution will be announced in the near future, and when it’s combined with RAYL.Apptive and RAYL.Pay, we’ll have a massive game changer, turning the market on its head with one goal - ‘Power to the Merchant’. Stay tuned…”
Next steps and anticipated near-term goals for the Company include: 1) Go-live with our production server solution and associated mirrored redundancies, targeting +99% uptime for merchants operating on RAYLapptive; 2) Completion of the current $5,000,000 private placement prior to March 31st, 2021; 3) RAYLapptive merchant on-boarding with a target of 1,000 merchants by June 30, 2021; 4) Commence RAYLpay bank sponsorship connecting to card brand networks for payment processing, partner bank approval and API integration; and be positioned to go-live with RAYLpay no later than July 30, 2021; and 5) The Company intends to complete an initial public offering (“IPO”) of the company’s securities on the TSX-Venture Exchange prior to September 30, 2021.
For further information on the Company, its management team, RAYL.Apptive and RAYL.Pay, please visit our website at: https://www.rayl.com.
ON BEHALF OF THE BOARD “Jeremy Wright, CPA, CMA” Director For Further Information Contact: Jeremy Wright, Director (604)837-7990 firstname.lastname@example.org
Unless otherwise denoted, all currencies in Canadian Dollars. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Statements regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) ability to complete the Transaction and the financings; (ii) a change in market conditions; and (iii) the fact that the Company has limited or no operating experience, and future operational results may not be accurately predicted based on this limited information to date. Except as required by law, the Company does not intend to update any changes to such statements.