Mobio to acquire 310,000 Karve shares from Plank

Executive Summary

• Mobio Technologies Inc. has entered into a binding share purchase agreement to acquire 100% of Karve IT Ltd., a B.C.-based software development company specializing in SaaS solutions for customer relationship management and field services.
• The acquisition is structured as a share-for-share exchange, with Mobio issuing 2,861,538 common shares to Plank Ventures Ltd. for 310,000 shares of Karve, and concurrently receiving 200,000 shares of Karve from its subsidiary, Tracksuit Movers Inc., via a dividend in kind.
• The transaction is classified as non-arm's-length due to common control between Mobio and Plank, and is exempt from formal valuation and shareholder approval requirements as the fair market value does not exceed 25% of Mobio's market capitalization.

Key Details

• Target Company: Karve IT Ltd., a B.C. software development company operating under a software-as-a-service (SaaS) model.
• Target Business: Specializes in customer relationship management, franchise management, and field service software. Flagship product "Move Right" is currently in use across 20 locations in North America.
• Consideration Structure:
  • From Plank Ventures Ltd.: Mobio acquires 310,000 common shares of Karve.
  • From Tracksuit Movers Inc.: Tracksuit transfers its existing 200,000 common shares of Karve to Mobio via a dividend in kind.
  • Total Shares Acquired: 510,000 common shares of Karve (resulting in 100% ownership).
• Share Issuance: Mobio will issue 2,861,538 common shares from treasury to Plank Ventures Ltd.
• Valuation:
  • Plank's 310,000 shares in Karve valued at $186,000 (60 cents per share).
  • Tracksuit's 200,000 shares in Karve valued at $120,000 (60 cents per share).
  • The number of Mobio shares issued to Plank was determined based on the market price closest to the date of the purchase agreement.
• Transaction Type: Non-arm's-length transaction.
• Regulatory Exemptions: Exempt from formal valuation and shareholder approval requirements under Multilateral Instrument 61-101 (Sections 5.5 and 5.7) because the fair market value of the transaction does not exceed 25% of Mobio's market capitalization.
• Finders' Fees: None payable.
• Closing Conditions: Subject to acceptance by the TSX Venture Exchange.
• Proposed Closing Date: September 30, 2025, or a later date determined upon TSX Venture Exchange acceptance.
• Corporate Governance Update: Mobio's board of directors resolved to change the company's financial year-end from December 31 to September 30.
• Rationale for Year-End Change: To align with auditor availability and maintain quarterly financial reporting periods consistent with operating subsidiaries (specifically Tracksuit Movers Inc., which also changed its year-end to Sept 30) to facilitate financial statement consolidation.

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.