SITO Mobile, Ltd. (NasdaqCM:SITO) entered into a definitive agreement to acquire MediaJel, Inc. from Merida Capital Partners, LLC and others for $17.4 million on September 14, 2019. As part of the consideration, the holders of capital stock of MediaJel will receive an aggregate of 20 million shares of SITO common stock, subject to adjustment in certain events. Pursuant to the transaction, MediaJel will become a wholly owned subsidiary of SITO. The current shareholders of MediaJel and current shareholders of SITO are expected to hold approximately 44% and 56%, respectively, of the issued and outstanding shares of the SITO following the closing of the transaction. As of July 31, 2019, MediaJel, Inc. had total assets of $1.28 million and total stockholders’ equity of $4,846. Jake Litke, the Chief Executive Officer of MediaJel, and Jonathan Black, the Chief Operations Officer of MediaJel, will continue to run MediaJel after the transaction and will be appointed as Chief Executive Officer and Chief Operations Officer, respectively, of SITO upon consummation of the proposed transaction. Gregg H. Saunders, the current Chief Financial Officer of SITO, will remain as Chief Financial Officer following the proposed transaction. Tom Pallack, SITO's current Chief Executive Officer, will transition to the role of a consultant to the SITO. Upon consummation of the Merger, the MediaJel stockholders will have the right to designate three persons who will be appointed to the SITO's board of directors. The transaction is subject to approval by the stockholders of MediaJel and SITO and other customary closing conditions. Annual meeting of stockholders of SITO Mobile is to be held on November 15, 2019. On November 14, 2019, SITO Mobile postponed the 2019 annual meeting of stockholders scheduled for November 15, 2019. The merger agreement has been approved by the Boards of Directors of SITO Mobile and MediaJel. Completion of the transaction, which is expected in the fourth quarter of 2019 or first quarter of 2020. In December 2019, the parties mutually agreed to terminate the transaction and as of February 11, 2020 such discussions are still ongoing. Ladenburg Thalmann & Co. Inc. acted as financial advisor to MediaJel. Pepper Hamilton LLP acted as legal advisor to SITO and Graubard Miller acted as legal advisor to MediaJel. The Proxy Advisory Group, LLC acted as as proxy solicitor for SITO Mobile for a fee which is not expected to exceed $20,000 in total.