Slyce Acquires Pounce: Single Swipe Payment Company

TORONTO, ONTARIO--(Sep 16, 2014) - Editors Note: There is a photo and a video associated with this press release.

Visual product search platform Slyce Inc. (TSX VENTURE:SLC) today announced the acquisition of mobile commerce company BuyCode, Inc, the Tel Aviv, Israel-based company that developed the Pounce image recognition-based shopping app - for a total consideration of US$5 million in shares, cash and earn-out incentives.

The Pounce app is available both directly to consumers and as a private label solution to retailers. As well as bolstering the suite of mobile shopping services Slyce is able provide to its retail customers, by acquiring a fully functioning consumer app and integrating its own advanced image recognition platform, Slyce will save significant development time and investment and fast track their B2C strategy. Slyce plans to roll out their consumer facing mobile shopping app - capable of recognizing real-world items and facilitating one click purchases - in Q4, 2014.

Founded in 2012, Pounce is a mobile commerce app and platform which enables consumers to hover over product images with their smartphone's camera and, using image recognition, carry out frictionless one-click checkouts of the items they discover. An aspect of the proprietary Pounce software also believed to be highly disruptive is that it offers consumers the ability to seamlessly checkout items from multiple online retailers' commerce platforms after a single submission of their payment information. Additionally, Pounce supports seamless Bitcoin payments.

Pounce has integrated its mobile payments technology with several of North America's largest retail brands including Lord & Taylor, Hudson's Bay and others and, through technology integration, is expected to fast track Slyce's consumer facing strategy whereby Slyce app users will be able to snap-to-purchase real-world products with one click.

Slyce CEO Mark Elfenbein said of the acquisition, "We're incredibly excited to be acquiring both the technology and the immense talent that Pounce comes with. We are consistently looking to add and perfect the functionality we can offer major retailers with the Slyce visual search platform. Through integrating the technologies, we can offer our retail partners an almost seamless discovery-to-purchase process for their customers - whereby consumers can go from seeing an item in the real world to purchasing that item from the retailer's inventory in literally a few clicks."

Pounce founder and CEO Avital Yachin will join the Slyce executive team. Avital, who was formerly head of Social Commerce for Sears Worldwide, brings over 15 years of product and e-commerce experience to the Company. Pounce raised seed funding from Entrée Capital, Gigi Levy and Plus Ventures.

Avital said of the acquisition, "We're very proud of what we've created with Pounce over the last two years and are excited to join forces with Slyce at a time when mobile commerce is seeing explosive growth and Slyce has an impressive adoption pipeline. Partnering is the natural step for us and we plan to help continue solidifying Slyce's position as the go-to provider of visual search for brands and retailers - a technology that, for the majority, has undoubtedly become a top priority."

The aggregate purchase price paid by Slyce for Pounce is comprised as follows: (i) US$1.16 million in cash payable at closing (the "Closing Date"); (ii) US$1.5 million in Slyce common shares ("Common Shares") issued at Closing Date at an issue price of CDN$.53 per share (the "Share Price"), such that 3,092,592 Common Shares of Slyce will be issued; and (iii) up to US$2.34 million in Common Shares issued at the Share Price upon the achievement of certain integration and revenue milestones payable through year end 2016.

The Common Shares to be issued will be subject to all applicable securities and regulatory hold periods. The completion of the acquisition of Pounce is subject to the approval of the TSX-V and the fulfillment of all requirements thereof. The acquisition is anticipated to qualify as an expedited transaction pursuant to TSX-V policies, and will not therefore require shareholder approval.

In addition to regulatory hold periods, Mr. Yachin will be subject to a voluntary lock up agreement applicable to senior management comprised of a period of 720 days following the Closing Date and will be released in one-eighth tranches on the Closing Date and every 90 days thereafter until fully released.

Pounce is available for download from the ITunes App Store at https://itunes.apple.com/app/pounce-1-tap-ordering/id583704265?mt=8.

The Closing Date is expected to be on or about September 18, 2014.

About Slyce

The Corporation is a visual search technology company based in Toronto, Ontario and is engaged in the business of providing advanced visual search software that allows consumers to purchase products at the moment they discover them - in the real-world and online.

Slyce has developed an advanced visual search platform that integrates with retail brands and digital content providers to give their customers the ability to instantly discover and purchase products that inspire them by simply snapping photographs with their smartphones or 'clicking' images on either their smartphones (mobiles) or desktop web browsers.

Slyce's strategy is to position itself as a pivotal player in the emerging visual web. Slyce will provide its technology to retailers, brands, app developers and digital publishers, enabling their apps to recognize products for instant purchase. Slyce will provide its technology in exchange for integration, licensing and per search fees, percentage sales splits and big data provision and analysis. Slyce is currently working with a growing list of Fortune 1000 brands and companies as well as multiple innovative developers.

Slyce is also listed on the Frankfurt exchange trading under (06O1.F).

For image download and further company information please click for the Slyce Media Kit.

READER ADVISORY

The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Statements in this joint press release contain forward-looking information including, without limitation, Slyce's business plan, strategy and related milestones, Slyce's suggestions of future outcomes, the future use and development of its technology, future customers and business partners, timing and completion of the Amalgamation, the Offering and ongoing corporate strategy and benefits of the Amalgamation. The words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Slyce.

Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Slyce.

Slyce does not undertake any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

None of the information contained on, or connected to, Slyce's website is incorporated by reference herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

To view the photo associated with this press release, please visit the following link: www.marketwire.com/library/20140915-slyce_pounce800.jpg.

To view the video associated with this press release, please visit the following link: www.youtube.com/watch?v=cJupFMy9Ugg.
Contact:

Slyce Inc.
Mark Elfenbein
(587) 897-0993
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www.slyce.it