Manado Announces an Arrangement Agreement Entered for the Acquisition of Insuraguest, Inc. by way of an Issuance of 21,080,991 Shares and Performance Warrants Following a One for Two Share Consolidati

(TheNewswire)

Vancouver, BC / TheNewswire / January 24, 2019 / Manado Gold Corp. (“Manado”) (TSX-V: MDO) announced today that it has entered into an arrangement agreement dated January 14, 2019, (the “Agreement”) with InsuraGuest, Inc., a Utah based software as a service company (”InsuraGuest”). Under the terms of the Agreement, a wholly owned subsidiary of Manado will acquire 100% of InsuraGuest’s issued and outstanding common shares. The transaction will constitute a change of business for Manado with Manado transitioning from the Mining Sector to the Technology Sector.

The transaction is at arm’s length and no existing Manado director, officer or insider holds any interest in InsuraGuest.

Under the proposed terms of the Agreement:

1. 1.Manado will consolidate its issued and outstanding shares on a one (1) for two (2) basis (rollback); 

1. 2.Shareholders of InsuraGuest will receive post consolidated shares of Manado on a ratio of 1.12 for every InsuraGuest share held;  

1. 3.Shareholders of InsuraGuest shall receive Manado Series A Warrants on a ratio of 0.11 for each InsuraGuest share held, each whole warrant will be exercisable to purchase an additional common share of Manado at $0.20 CDN per share, exercisable until two (2) years from closing of the Agreement and subject to the total revenue of InsuraGuest exceeding $1,000,000 CDN within two (2) years from the closing of the Agreement; 

1. 4.Shareholders of InsuraGuest shall receive Manado Series B Warrants on a ratio of 0.32 for each InsuraGuest share held, each whole warrant will be exercisable to purchase an additional common share of Manado at $0.20 CDN per share, exercisable until five (5) years from closing of the Agreement subject to the total revenue of InsuraGuest exceeding $5,000,000 CDN within five (5) years from the closing of the Agreement; 

1. 5.Shareholders of InsuraGuest shall receive Manado Series C Warrants on a ratio of 0.37 for each InsuraGuest share held, each whole warrant will be exercisable to purchase an additional common share of Manado at $0.20 CDN per share, exercisable until seven and a half (7.5) years from closing of the Agreement subject to the total revenue of InsuraGuest exceeding $10,000,000 CDN within seven and a half (7.5) years from the closing of the Agreement; 

1. 6.Shareholders of InsuraGuest shall receive Manado Series D Warrants on a ratio of 0.64 for each InsuraGuest share held, each whole warrant will be exercisable to purchase an additional common share of Manado at $0.20 CDN per share, exercisable until ten (10) years from closing of the Agreement subject to the total revenue of InsuraGuest exceeding $20,000,000 CDN within ten (10) years from the closing of the Agreement;  

1. 7.Holders of 5,180,000 of InsuraGuest’s outstanding warrants will be issued equivalent Manado warrants, which will be exercisable at a price of $0.20 per share and expire on November 27, 2020; and 

1. 8.Manado will advance $25,000 CDN by way of a loan to InsuraGuest to cover its legal, accounting and related costs.  

Following closing of the transaction, the board of directors of Manado will consist of seven (7) persons. There shall be four (4) nominee of InsuraGuest appointed as directors of Manado and three (3) existing Manado directors. The remaining Manado directors shall be Logan Anderson, David Ryan and Sean O’Neill. Don Archibald and Shawn Clarkin will resign. Mr. Logan Anderson is the current CEO of Manado and following closing shall be appointed as the CFO of Manado. The nominees of InsuraGuest are the following:

1. 1.Douglas Anderson: Mr. Anderson is the current CEO of InsuraGuest and following closing shall be appointed as Manado’s CEO. Mr. Anderson has been a businessman in the real estate industry for nearly 30 years. His business expertise includes master planning and development implementation for larger scale resorts, business parks and commercial developments across the USA and two provinces in Canada. His business endeavors include founding of the seventh largest private equity fund in America focusing on multifamily and senior care (ROC Fund/BridgelPG Fund). He serves as Chairman/Founder of a golf and winter sports ski holding company with operations in four (4) major east coast markets and British Columbia, Canada.  

1. 2.Charles James Cayias: Mr. Cayias is the current President of InsuraGueast and following closing shall be appointed as Manado’s President. Mr. Cayias is licensed in Insurance, Inc. since 1977, including commercial insurance, employee benefits, works’ compensation, professional liability, risk management, and bonding. Mr. Cayias is licensed in all 50 states and specialized in niche programs.  

1. 3.Mr. Christopher Panos: Mr. Panos is the current Vice President of Sales and Marketing for InsutraguGuest and following closing shall be appointed as Manado’s Vice President of Sales and Marketing is a highly competitive sales professional with over 15 years of Territory Manager sales experiences.  

1. 4.R. Hall Risk: Mr. Risk is the co-owner and Managing Director of Dayton Boots, and iconic Canadian footwear brand that has been building handmade leather boots in East Vancouver for more than 70 years. Mr. Risk is a 25-year serial entrepreneur who founded his first company shortly after finishing college.  Vytaltek Security specialized in access control and CCTV systems for residential towers, commercial and government facilities.  After selling the business in 1999, he developed diverse investments in other digital security projects, real estate development, sales management and commodity futures trading.  He has acted as the advisor/manager to several small funds focused on Venture Finance, Real Estate, Distressed Debt, Commodities and Film Finance. Hall has a BA in Economics & History from the University of Victoria.  

Manado will be applying to the TSX – Venture Exchange for a waiver of sponsorship in connection with this transaction.  

Completion of the Arrangement is subject to a number of conditions:

1. 1.Manado completing a one (1) for (2) share consolidation (rollback); 

1. 2.Manado completing a private placement of 10,000,000 units at $0.20 per unit (the “Units”). Each Unit consisting of one (1) post consolidated common share and one half (1/2) of one (1) warrant to purchase an additional post consolidated common share at a price of $0.35 per share, for a period of eighteen (18) months from closing; 

1. 3.Shareholder approvals by both companies; 

1. 4.Regulatory approvals, including TSX Venture Exchange approval;  

1. 5.Manado obtaining a fairness opinion; and 

1. 6.Supreme Court of British Columbia granting an interim and final order approving the arrangement. 

Immediately prior to the Agreement closing, following consolidation and assuming completion of the private placement, Manado will have 20,004,259 shares outstanding. After completion of the Arrangement, Manado will have 41,085,250 shares outstanding and the shareholders of InsuraGuest will hold approximately 51.3% of the outstanding shares of Manado.

About InsuraGuest. Inc.

InsuraGuest Inc. is a Utah-based SaaS company which has a proprietary software platform, that interfaces with hotel property management systems, to allow delivery of a direct-to-consumer policy on behalf of insurance carriers. This hotel guest policy provides financial reimbursement to the hotel guest(s) in the event of room damage, theft or bodily injury. Similar to a Renter’s policy, when a guest rents a hotel room, they are responsible for any damage to the room and certain liabilities. InsuraGuest’s policy covers this exposure for a worry-free hotel experience.

InsuraGuest has been engaged in research and development of its SaaS product. Accordingly, InsuraGuest does not have any revenues. InsuraGuest’s activities are transitioning from research and development of their proprietary software products to introducing their software to hotels. Below is a summary of financial information of InsuraGuest based on draft financials that have not been finalized:

InsuraGuest has expended approximately US $400,000 (approximately CDN $533,860) on software and business development.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Manado Gold Corp. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of this proposed transaction and has neither approved nor disapproved the contents of this news release.

Manado Gold Corp.

Logan Anderson

President

For further information, please contact:
Logan Anderson
Phone: (604) 685-4745
Email:  [email protected]

or

Investor Relations

Dave Ryan

Email:  [email protected]

Forward-Looking Statements Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations.  They are not guarantees of future performance. Manado cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond Manado’s control, including among others: that Manado will complete a private placement; that Manado will obtain all necessary court, shareholder and regulatory approvals for the arrangement; that Manado will be able to complete the arrangement as expected. Investors should be cautioned that all forward-looking statements are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: that Manado may not complete its private placement; that Manado may be unable to obtain all necessary court, shareholder and regulatory approvals for the arrangement as and when expected or at all; that the arrangement may not be completed as expected or at all. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Manado undertakes no obligation to publicly update or revise forward-looking information.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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