Wooboard Technologies : executes agreement with Slik

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29 July 2022

Australian Securities Exchange Limited

20 Bridge Street

SYDNEY NSW 2000

Wooboard Technologies Limited signs agreement with Slik Pro Corp.

WOOBOARD TECHNOLOGIES LIMITED (ASX: WOO) ('WOO') is pleased to announce it has signed an agreement with Slik Pro Corp. ('Slik') to acquire 20% of the total issued share capital of Slik ('Equity Investment'). As part of the Equity Investment, WOO intends to enter into a reseller and licence agreement pursuant to which WOO intends to unlock the opportunities referred to below under the heading 'Rationale and Opportunities'.

Slik is based in Argentina and incorporated in Delaware, United States of America. Slik was founded in April 2019 and provides organisations with an employee engagement measurement technology. Slik also provides predictive insights related to employee experience solutions. The technology is delivered through a single platform which HR managers can use to issue surveys and employees can use to complete surveys (Slik Platform).

The Slik Platform has already integrated with HR Software such as BambooHR, Slack and Workplace (Facebook at Work) and is currently undergoing projects of integrating with Success Factors (SAP), Personio and Salesforce.

We refer to the enclosed Investor Presentation issued by Slik which sets out further information about the company.

Rationale and opportunities

The synergies and integrations with the Slik Platform functionality presents a very strong commercial expansion opportunity for WOO's Sixty App. WOO will be in a position to unlock a new market for its Sixty App and health and wellbeing modules in the Latin American (LATAM) region. By providing Slik with effective reseller rights, it can utilise Slik's distribution and customer channels in LATAM for the distribution of the Sixty App. By offering WOO's health and wellbeing modules as an additional product to be offered through Slik's platform to Slik's existing and new customers, it can further leverage off the increasing awareness of Slik's branding and product in that region and gain access to a captive audience with major brands such as Honda and Heineken.

WOO proposes to offer Slik's product through the Sixty App as an additional module that can be subscribed for on an annual or monthly basis by customers. WOO believes that organisations will be more receptive to an application that provides for a more diverse and holistic employee experience (rather than a standalone health and wellness offering). The board believes that the employee survey and data analytics functionality offering will broaden the appeal of the Sixty App and complements the health and wellbeing functionalities.

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As this is an increasingly competitive space, as is consistent with the strategy of many high growth technology based companies, the board believes it is more appropriate to licence this technology for incorporation in its Sixty App (rather than develop this in-house). Furthermore, WOO will receive in turn, access to a new market for the Sixty App and its health and wellbeing modules and an effective path to distribution in that market through a fast growing technology company who is aggressively increasing its customer base.

Key Terms

The materials terms of the agreement are as follows:

• WOO will subscribe for 20% of the issued share capital in Slik on a fully converted basis (Subscription Shares) for a subscription price of US$800,000.00 to be paid in three (3) equal tranches, each tranche is to be paid in eight (8) week intervals, subject to the conditions precedent set out below.
• Completion of the first tranche, where WOO will subscribe for one third of the Subscription Shares for US$266,666.67, is due to take place 5 business days after the conditions precedent are satisfied or waived, or such earlier date agreed between the parties (First Completion Date). If the conditions precedent are not satisfied or waived by 26 October 2022, either party may terminate the agreement.
• US$100,000.00 of the third tranche of the subscription price must be used by Slik to:

1. develop the software integration between the Sixty App and Slik's existing software;

1. hire a business development manager appointed by Slik to support the sales and marketing process of the Sixty App into the Asia Pacific region; and

• 1. hire a customer service representative appointed by Slik that will attend to Sixty App clients which subscribe to Slik's products.
• As a condition precedent to completion of the first tranche of the Equity Investment, Slik and WOO will enter into a Licence Agreement pursuant to which:
• 1. WOO will obtain all intellectual property rights for the integration of the Slik Platform functionality into the Sixty App as a module (Slik Platform Adapted Module) and all rights to market and sell the Slik Platform Adapted Module in the APAC region; and

• 1. Slik will be granted rights to market, distribute and sell the Sixty App (whether as an integrated product with the Slik Platform or as a standalone product) and WOO's health and wellbeing modules in the LATAM region.
• Either party may terminate the agreement at any time before completion of each of the tranches if:
• 1. there is a material breach of the warranties set out in the agreement which has not been cured within 5 business days; or

1. the conditions precedent are not satisfied or waived by the relevant end date which is set out below:
   for the first tranche - 26 October 2022;
   for the second tranche - 35 business days after the First Completion Date; and for the third tranche - 75 business days after the First Completion Date.

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Conditions Precedent

Completion of the first tranche is subject to the following conditions precedent:

• WOO, Slik and the other holders of shares in Slik entering into a new Shareholders Agreement on terms satisfactory to WOO;
• WOO and Slik entered into a licence agreement as set out above; and
• the parties obtaining any relevant approvals.

Completion of the second and third tranche is subject to the following conditions precedent:

• Slik must convert all convertible securities on issue (other than shares) into Series A Preferred Stock, the terms of which must be acceptable to WOO; and
• Slik must amend and restate its certificate of incorporation to permit the creation of Series A Preferred stock and file a Certificate of Designation setting forth the terms of the Series A Preferred Stock.

Each tranche is subject to the following conditions precedent:

• there being no material adverse change in the Slik business;
• Slik warranting the truth and accuracy of all warranties (other than warranties made at a specific date); and
• WOO conducting a capital raise of no less than US$266,666.67.

Funding

In order to fund the first tranche of the acquisition, Slik intends to use existing cash reserves. In order to fund subsequent subscriptions, Slik intends to conduct a future capital raise, further details of which will be announced to the market.

This announcement has been authorised for release by the Board of Wooboard Technologies Limited.