Xcyte Digital Corp. Announces Closing of Webinar.net Asset Purchase

On behalf of Xcyte Digital Corp.

The assets of Webinar.net being acquired generated US$2.8 million annual revenue and
EBITDA of US$0.6 million for the twelve months ended December 31, 2023 (unaudited)¹

POMPANO BEACH, FL /July 10, 2024 / Xcyte Digital Corp. (TSXV:XCYT) (“Xcyte”, or the “Company”), a trusted global events technology partner specializing in next-generation event technology for physical, hybrid, virtual, immersive, and phone-based events that enhance participant engagement, announces that, further to its news release dated May 1, 2024, the Company has completed the acquisition of all the assets of Webinar.net Incorporated (“Webinar”), a Delaware corporation (the “Transaction”), including Webinar’s technology and revenue-producing assets.

Webinar.net is an online presentation platform, offering a simple, engaging, and cost-effective solution for global webinars with branded experiences. Hosted on the cloud with enterprise-grade scale and security, webinar.net simplifies the complex world of online meetings, handling millions of attendees worldwide. Founded by professionals with over three decades of experience in streaming/virtual events, webinar.net provides a user-friendly, affordable solution for marketing, training, and corporate presentations, offering live, simulive, and on-demand streaming options. Webinar.net’s infrastructure is expected to be incorporated into Xcyte’s offerings to provide customers with unlimited attendee scale and drive traffic to create actionable engagement while continuing to enjoy clear, cost-effective pricing.

During the trailing twelve months ended December 31, 2023, the Webinar assets being acquired generated approximately US$2.8 million in revenue (unaudited), approximately US$615,000 EBITDA (unaudited) and approximately US$343,000 net income (unaudited). Certain of the unaudited figures provided by Webinar constitute non-IFRS financial measures (as further described below).

“Acquiring Webinar.net’s assets is an important step in scaling up Xcyte from a strategic and financial point of view. We are pleased to welcome a team with decades of experience offering a secure and scalable cloud-based platform. A platform, that is now not only offered standalone, but also included in the suite of services in our recently launched Xperience platform, Xcyte’s all-in-one subscription service. We look forward to scaling the Webinar.net product platform and capabilities to further accelerate our revenue and EBITDA growth,” said Xcyte CEO Randy Selman.

Details of the terms of the Transaction, including the consideration paid by the Company, can be found in the Company’s news release of May 1, 2024. All of the securities issued in connection with the Transaction will be subject to a hold period under applicable Canadian securities laws of four months and one day from the date of issuance, will be restricted securities under United States securities laws, and will also be subject to certain voluntary resale restrictions. None of the securities will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons” (as such term is defined in Regulation S under the 1933 Act), unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

About Webinar.net

Webinar.net is at the forefront of webinar technology, providing a modern, feature-rich platform that simplifies the hosting and management of webinars. Known for its ease of use and innovative features, Webinar.net is the choice of businesses looking for reliable and cutting-edge webinar solutions. For more information, visit www.webinar.net

About Xcyte Digital Corp.

Xcyte Digital (TSXV:XCYT) is a trusted global events technology partner, specializing in next-generation event technology for physical, hybrid, virtual, immersive, and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte’s cost-effective, multi-platform subscription model to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com.

Non-IFRS Financial Measures

This news release includes references to certain non-IFRS financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”). These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS.

The measures above have been described and presented in order to provide shareholders, potential investors and analysts with additional measures for assessing the performance of Xcyte Digital, Webinar.net and, where applicable, the pro forma expectations of the combined entity, as applicable, and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS.

For further information, please contact:

Xcyte Digital Corp.
Randy Selman, Chief Executive Officer and Director
Phone: (647) 777 7501
Email: [email protected]

Investor Relations
Nikhil Thadani, Sophic Capital
Email: [email protected]
Phone: (647) 777 7501

To receive Xcyte investor news, please sign up at https://xcytedigital.com/investors/

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking information”). Forward-looking information in this release includes, but is not limited to, statements with respect to the expected benefits that Xcyte may realize as a result of the acquisition of the Webinar.net assets, and the impact that the Transaction may have on Xcyte’s growth prospects generally. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by management as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by such forward-looking information, including that the Webinar.net assets may not perform or generate revenue at the levels experienced historically; that there may be obstacles to absorbing the Webinar.net assets into Xcyte’s broader business; that the synergies anticipated by the Webinar.net acquisition may not materialize to the extent expected or at all; and other factors that apply to the Company’s business generally as described in greater detail in the documents filed under the Company’s profile at www.sedarplus.ca. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Investors are cautioned that undue reliance should not be placed on any such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. The Company does not intend, and does not assume any obligation, to update the forward-looking information in this release except as otherwise required by applicable law.

_______________________________
¹Non-IFRS measurement, Webinar EBITDA of approximately US$615,000 for the twelve months ended December 31, 2023, was calculated based on a net income of $342,000, interest $272,000, taxes $1,000, depreciation and amortization ($0).

SOURCE: Xcyte Digital Corp.

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6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management's expectations regarding Xcyte Digital Corp.’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to Xcyte Digital Corp.’s industry; (b) market opportunity; (c) Xcyte Digital Corp.’s business plans and strategies; (d) services that Xcyte Digital Corp. intends to offer; (e) Xcyte Digital Corp.’s milestone projections and targets; (f) Xcyte Digital Corp.’s expectations regarding receipt of approval for regulatory applications; (g) Xcyte Digital Corp.’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) Xcyte Digital Corp.’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute Xcyte Digital Corp.’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) Xcyte Digital Corp.’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) the accuracy of budgeted costs and expenditures; (e) Xcyte Digital Corp.’s ability to attract and retain skilled personnel; (f) political and regulatory stability; (g) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (h) changes in applicable legislation; (i) stability in financial and capital markets; and (j) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Xcyte Digital Corp. to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) Xcyte Digital Corp.’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact Xcyte Digital Corp.’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing Xcyte Digital Corp.’s business operations (e) Xcyte Digital Corp. may be unable to implement its growth strategy; and (f) increased competition.

Except as required by law, Xcyte Digital Corp. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does Xcyte Digital Corp. nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither Xcyte Digital Corp. nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.

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