LOI - Purchase Price
The indicative purchase price amounts to SEK 9 million. Upon execution of the final share purchase agreement, WPTG intends to issue Series B shares amounting to SEK 4.5 million. These shares will be subject to a 9-month lock-up period. The share price is intended to be based on the 15-day volume-weighted average price (VWAP) on the day of signing of the final agreement.

A further consideration of SEK 4.5 million is intended to be paid 12 months post-acquisition in WPTG shares, conditional upon Solutions Sweden achieving EBITDA of SEK 1.5 million. These shares will be subject to a 6-month lock-up period.

If the EBITDA target is not achieved, the additional purchase consideration is intended to be adjusted on a pro rata basis. In the event of overachievement, the purchase price may be increased proportionally up to 120% of target, in accordance with the final agreed terms.

About Profit Solutions Sweden and Strategic Rationale
Profit Solutions Sweden is a Sweden-based digital marketing agency specializing in performance marketing services, including SEO, SEM, paid social, and web development. The company is cash flow positive and generates annual revenues of approximately SEK 13.5 million.

The acquisition of Solutions Sweden represents a scalable and cash-generative opportunity for WPTG within its digital marketing and customer acquisition offering. Adding Solutions Sweden to the WPTG is expected to create several synergy opportunities, including cross-selling of marketing services, as well as upselling WPTG’s broader technology and digital transformation services to Solutions Sweden’s customers.