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Brisio Innovations to Acquire NameSilo, LLC, Plans to List as a Separate Public Company

Brisio Innovations Inc. (CSE: BZI) (OTC Pink: NTCEF) (the "Company") is pleased to announce that it has signed a definitive share purchase agreement (the "Definitive Agreement") with NameSilo, LLC ("NameSilo") whereby the Company has agreed to acquire all of the issued and outstanding securities of NameSilo (the "Transaction").

With a priority of no interruption to existing customers or NameSilo's growth trajectory, the Transaction will not impact the existing operations of NameSilo and the founders, who are also the owner/operators of NameSilo and who will continue in their current roles and continue operating the business. Further, there are no planned changes to the system infrastructure or operational policies of the business.

NameSilo is a low-cost provider of domain name registration and management services, and is an ICANN-accredited registrar. NameSilo is a high growth registrar with nearly 1.5 million domains under management, and over 85,000 customers from approximately 160 countries. According to RegistrarOwl.com, which provides domain registrar industry statistics from ICANN, NameSilo is the 6th-fastest growing registrar in the world based on percentage growth of new registrations, and 6th-fastest growing registrar in the world when based on net new registrations, behind household names such as Google, GoDaddy and Alibaba.

"We are excited to enter this new phase of the NameSilo journey," said Michael Goldfarb, founder and Managing Member of NameSilo. "We couldn't be happier to find a partner with a track record of success like Brisio, and we look forward to working with them to build upon the success of NameSilo. Our customers and partners will continue to receive the same excellent service they are accustomed to and they will enjoy the benefits of access to additional resources that will be made available."

NameSilo recorded approximately US$11.1 million in annual recurring billings in 2017 up from US$6.9 million in 2016. It has grown its domain names under management from approximately 745,000 domains at the beginning of 2017 to over 1.35 million today, a growth rate of over 65% versus industry averages of approximately 7%. Additionally, NameSilo maintains a customer retention rate of approximately 87%.

Under the terms of the Definitive Agreement, the Company will acquire all of the securities of NameSilo and, in consideration of which, the Company will pay a total of US$9,511,500 (the "Purchase Price") to the members of NameSilo (the "NameSilo Members"). The closing of the Transaction is anticipated to be July 2, 2018.

Further, NameSilo Members will be entitled to certain earnout payments provided that the business achieves a specified EBITDA. All earnout payments will be made no later than August 15, 2018 and will be payable in cash and shares.

After completion of the Transaction, the Company intends to spin-out NameSilo as a separately listed entity on a Canadian stock exchange. The board of directors of the Company will provide further details on the proposed spin-out on closing of the Transaction.

CEO Paul Andreola states, "We are extremely pleased to have found a world class company that meets our criteria of high growth, profitability, high customer retention and customer satisfaction. We look forward to working with the NameSilo team to continue to build the brand and provide their customers outstanding value and service and to meet their ongoing needs."

The Transaction is subject to customary conditions contained in the Definitive Agreement as well as approval of the stock exchange, and the Company completing sufficient financing to satisfy the Purchase Price. If the Company is unable to close the transaction, the Company will be required to pay a break fee to NameSilo.

Brisio Innovations Inc.
Paul Andreola
President, CEO and Director
(604) 644-0072
www.brisio.com

About Brisio Innovations


Brisio Innovations Inc. invests its capital in companies and opportunities which management believes are undervalued and have potential for significant appreciation. The company makes investments in both public and private markets and focuses on opportunities in a wide variety of industries excluding the resource and resource service sectors. Brisio does not invest on behalf of any third party and it does not offer investment advice.

Disclaimer for Forward-Looking Information Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding potential future investments by the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause the Company's actual results to differ materially from those expressed or implied by the forward looking statements.

Source.
 
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The views expressed on this page by users and staff are their own, not those of NamePros.
Thank you for taking the time reply and respond, its admired.

Just the fact you come into this forum and reply is self evident in your customer service and care, it’s really great. I have watched all the threads this past year and always professional and responsive. You need a JD Powers like nomination for customer service!

Thanks so much - we really appreciate it..... now if only JD Powers was listening!!

Thanks again :)
 
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Thanks for the quick response. Regarding getting rid of the 60 day rule- that's great and kudos.

Regarding the timing of the auctions- I have no problem with the fact that you give owners a long grace period, give them warnings etc. But you allow the bids on the domains way too early. On day one of expiration if I'm not mistaken. So you're making me as a buyer possibly wait a month or more than a month till I know the fate of a domain. My experience with your expired auctions up till now was that I bid max bid on a few expired domains and the owner always renewed. Always. Twice it was on the last day it was allowed or perhaps in the second instance it was a couple of days before that. So I waited more than a month twice only for a domain to be renewed in the last second. My money was stuck for 60 days (in one instance it was around $1500) so the whole experience was just terrible.

Godaddy's closeouts' model is much much better than what you currently have, especially after the recent changes they did. The domains are put up for grabs a few days before the last date the owner can renew. If it's regged at Godaddy- after the 30th day, they can't renew anymore. If it's at another registrar, a few more days are allowed. But it can never be a month or more like it is with you guys. So give owners warnings, by all means. But create a decent experience for expired auctions buyers.

Based on my past experiences with a 0% success rate in getting expired domains, having to wait a VERY long time to even know the situation and then having my money stuck for 60 days makes me think 10 times before I try to buy something at NameSilo. Changing the 60 day rule is a great start. But please think about improving the rest of the process so it could be competitive and deserving of your ambitions. After all- you did say that the marketplace was a main point of interest where you want to make improvements. So please make it at least as convenient as your competitors. On a side note, be aware that some of the more well known domainers in the industry don't like your current aftermarket process and avoid your services as a result. So I think you'd be wise if you address this issue as a part of the upcoming changes.

Thanks again & all the best.
 
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Talking about auctions, any reason why you don't allow proxy bids for Expired domain auctions? Can you implement that? It has been one of the biggest sources of frustration as it also causes last minute sniping but the buyer does end up paying higher (of course, tat is good for you. I understand that part ;))
 
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Congrats to the @namesilo management...

I trust you won't be naive to lose thousands of your customers by allowing the change of ownership to diminish your services.
 
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Is anyone else having a problem calling up the marketplace? Mine is locked in a loading page and never loads.

Not really thrilled about this acquisition or possible negative impact. Many of my domains are at NS.
 
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Dunno about the marketplace but the website is extremely slow today... Simple pages are taking over a minute to load
 
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Dunno about the marketplace but the website is extremely slow today... Simple pages are taking over a minute to load

Yes, I cannot even login. First time I have experienced that.
 
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The site is down now. Not a good look.
 
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The site is down now. Not a good look.
Maybe the transfer / update is in progress. Hoping for the best out of this ownership change (y)
 
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Same here:

The page you are looking for is temporarily unavailable.
 
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Hey Everyone - sorry about the problem earlier. Someone launched a DDoS attack on our servers. Our systems reacted and rerouted traffic after a few minute which then took a bit to get out to all of our caching servers. We apologize for any inconvenience.
 
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Looks to be back online, hopefully that DDoS wasn't related to the acquisition announcement :xf.eek:
 
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Looks to be back online, hopefully that DDoS wasn't related to the acquisition announcement :xf.eek:

Yeah, was down on some routes for up to 30 minutes, but less time for most people. We've had a large uptick in activity like this over the last 48 hours - not sure if related to the acquisition announcement or not, but we're keeping a close eye on things. Sorry again to everyone for any inconvenience.
 
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Brisio Innovations to Acquire NameSilo, LLC, Plans to List as a Separate Public Company

Brisio Innovations Inc. (CSE: BZI) (OTC Pink: NTCEF) (the "Company") (...) will pay a total of US$9,511,500 (the "Purchase Price") to the members of NameSilo (the "NameSilo Members").
(...)
Source.

Only???
 
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Great buy, Brisio!
Brisio: "Brisio Innovations Inc. invests its capital in companies and opportunities which management believe are undervalued and have potential for significant appreciation..."
 
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Namesilo, do you guys plan to keep offering the lowest prices ? And with the plans to increase services,
is the model to offer the lowest prices for those also? I guess what I'm asking is that you have stood out from the crowd with your pricing but with that change with the added overhead in producing other services?
 
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Let me first say how encouraging it is to see how active, and positive, @namesilo has been in this thread! We should all appreciate that, as well as their excellent stable prices, clear interface and good service (I only yet have a few with them, but have heard nothing but good things and plan to move more there).

I would like to also comment that I think we should view it as a positive that an investment firm with a good track record for seeing what is a good investment sees the domain name business as something worth investing in.

And of course, who can complain about Canadians owning more things? :-D
 
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Namesilo, do you guys plan to keep offering the lowest prices ? And with the plans to increase services,
is the model to offer the lowest prices for those also? I guess what I'm asking is that you have stood out from the crowd with your pricing but with that change with the added overhead in producing other services?

Hello and thanks for the question. Our plan is to keep the existing business model in place and expand upon it with a greater selection of TLDs and possible other ancillary services. There are no plans to change pricing. We certainly understand our price structure, consistency and transparency are some of of the reasons for our success.
 
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Let me first say how encouraging it is to see how active, and positive, @namesilo has been in this thread! We should all appreciate that, as well as their excellent stable prices, clear interface and good service (I only yet have a few with them, but have heard nothing but good things and plan to move more there).

I would like to also comment that I think we should view it as a positive that an investment firm with a good track record for seeing what is a good investment sees the domain name business as something worth investing in.

And of course, who can complain about Canadians owning more things? :-D

Thanks so much - we really appreciate the kind words and the feedback.
 
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This worries me. NameSilo is one of the only companies whose business ethics I liked. Simple and easy to use and no bullshit.

Looking that their response here makes me optimistic, but I will still consider myself to be "cautiously optimistic". I have been burned by so many companies and dont want to watch NameSilo go down the same drain.

it is ironic how I found about namesilo has been acquired just as I was trying to find the email of the CEO to tell him how much i appreciated namesilo.
 
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Thanks @downvote - we appreciate your message and kind words, and we certainly understand the concerns you expressed. Not to repeat too much from what we've already written above, but we appreciate the opportunity to continue earning your business, and we are very confident that we will be able to do so. Thanks again
 
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I've been watching your active domain registry counter and it raises on a fairly consistent 2k-2.5k daily basis.
I would have expected name registries to be a more lumpy random daily count. Can you any insight on this and how the registration community works? Thanks
 
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This press release was from May:

Brisio Innovations Closing of Initial Tranche of Private Placement

Completes Initial USD $4.9 Million Escrow Payment for NameSilo LLC Acquisition

VANCOUVER, BC, May 17, 2018 – Brisio Innovations Inc. (CSE: BZI), (the “Company”) announces that it has closed the initial tranche of its previously announced non-brokered private placement financing (the “Financing”) (see news release dated March 27, 2018) by issuing a total of 5,940,727 shares (each, a “Share”) at a price of $0.35 per Share for gross proceeds of $2,083,466.

The securities issued under the initial tranche of the Financing will be subject to restrictions on resale until September 16, 2018. The Company paid finders a fee of $101,237 and issued a total of 20,300 shares of the Company.

The proceeds of the initial tranche of the Financing are being used for the Company’s acquisition of NameSilo LLC and working capital purposes.

NameSilo Acquisition Update

The Company is also pleased to announce that it has paid a total of USD $4.9 million to an escrow agent pursuant to the terms of the share purchase agreement with NameSilo LLC. The funds used for this escrow payment were through bridge loan financings of approximately CAD $5.5 million and utilizing the Company’s cash on hand.

Closing of the acquisition remains subject to Canadian Securities Exchange approval. The Company plans to close the acquisition of NameSilo LLC in Summer 2018.

Convertible Debenture

The Company also announces that it issued a convertible debenture in the principal amount of $300,000. The Debentures are secured on the assets of the Company, bear interest at a rate of 10% per annum, payable semi-annually and due eighteen months after closing. The Debenture is convertible into common shares of the Company at a price of $0.50 per share. Further, the holder received a total of 300,000 detachable share purchase warrants. The warrants are exercisable at a price of $0.65 per share for a period of eighteen months from the date of issue. The proceeds of the convertible debenture were used to satisfy the payment for the NameSilo LLC acquisition as set forth above.

On behalf of the Board

Paul Andreola, Brisio

Source:
https://webfiles.thecse.com/investorx/BZI/1805290948112457.pdf?FywZK5Eb0S.oqML1XUuiID_nKrC4ULYl
 
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Brisio Innovations Completes Acquisition of NameSilo

Plan to Implement New Value-Added Digital Service Products

Vancouver, British Columbia--(Newsfile Corp. - August 7, 2018) - Brisio Innovations Inc. (CSE: BZI) (OTC Pink: NTCEF) (the "Company") is pleased to announce that it has completed its acquisition of NameSilo, LLC ("NameSilo"), a low-cost provider of domain name registration and management services. As a result, the Company's shares will recommence trading on the Canadian Securities Exchange on Thursday August 9, 2018.

"NameSilo's core business, being a low-cost provider of domain name registrations, has experienced high growth over the past year. In addition to continuing this high growth trend, we plan to implement new value-added digital service products to further increase customer growth, customer retention as well as increasing core revenues and margins of the NameSilo business," comments Paul Andreola, CEO of the Company. "The acquisition of NameSilo is a transformational event for Brisio and adds significant value to our shareholders."

Highlights of the Acquisition of NameSilo
  • Over 1.85 million domains under management
  • 12-month growth in domain names of approximately 860,000 or 86%
  • Year to date bookings of over USD $11.7 million
  • Record monthly domain growth of over 161,000 in July
  • Record monthly bookings of approximately USD $2.0 million in July
  • New operational team with significant experience in marketing and product development
  • Plan to add new value-added services to further increase core revenues and margins.
Kristaps Ronka states "My team and I are very excited for the opportunity to operate NameSilo, one of the fastest growing domain registrars in the world and will continue to drive the strategic objectives which led to almost 90% growth in domain count over the last twelve months. Additionally, we look forward to implementing value-add services for the NameSilo platform which will provide customers with an enhanced user interface experience and the ability to have a one stop shop for their internet needs."

Terms of Acquisition

The Company completed its acquisition of NameSilo pursuant to the terms of a share purchase agreement dated March 7, 2018 (the "Purchase Agreement") among the Company, NameSilo and the members of NameSilo. Under the terms of the Purchase Agreement, the Company paid the members of NameSilo (i) USD $9,511,500 (the "Purchase Price"), (ii) an earnout payment of USD $2,546,066 as NameSilo's EBITDA equaled USD $1,009,544 for the period from January 1, 2018 to June 30, 2018 (the "Earn-Out Payment"). The Earn-Out Payment was satisfied by USD $2,360,743 in cash and 529,499 common shares of the Company.

Acquisition of Digital Service Business

In order to implement the Company's plan to provide value added services for the business of NameSilo, the Company entered into a share purchase agreement with 1161217 B.C. Ltd. (the "Digital Service Company") and the shareholders of the Digital Service Company. Kristaps Ronka, a director of the Company, owns approximately 78% of the Digital Service Company. In consideration of the Digital Service Company, the Company has agreed to transfer 18.5% of the member interest of NameSilo to the shareholders of the Digital Service Company. On closing, the Company will own 81.5% interest in NameSilo, Mr. Ronka will own 14.5% of NameSilo and certain third-party shareholders will own a 4% interest in NameSilo.

The Digital Service Company will allow the Company to offer hosting, presence and business applications for NameSilo. The Company anticipates this will increase core revenues of NameSilo and margin growth opportunities, improve customer retention and significantly improve NameSilo's value proposition to its customers.

As Mr. Ronka is a director of the Company, the acquisition of the Digital Service Company is subject to Multilateral Instrument 61-101. The Company relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that interest of NameSilo acquired by Mr. Ronka will not exceed 25% of the fair market value of the Company's market capitalization.

Investor Relations Activities

The Company announces that it has engaged Contact Financial Corp. ("Contact") to provide investor relations and communications services. Contact is a broad-based strategic marketing and communications firm with experience in creating exposure for small- to mid-cap companies. Contact Financial is based in Canada with offices in Vancouver, Toronto and Montreal. Contact's services will include providing advice to the Company with respect to corporate development, production and distribution of investor-focused communication tools, and increasing awareness of the Company within the financial community.

Stock Options

The Company also announces that it has granted a total of 1,300,000 stock options to its officers, directors and persons providing investor relations services. The options will be exercisable at a price of $0.35 per share for a period of five years from the date of grant. The options granted for investor relations activities will be subject to certain vesting requirements.

https://www.newsfilecorp.com/release/36362/Brisio-Innovations-Completes-Acquisition-NameSilo
 
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