Recruiter.com Group (RCRT) Announces Business Combination with GoLogiq

Proposed Simultaneous Asset Purchase and Spin-Out Re-Aligns the Business and Assets of Two Public Companies, Creating a Nasdaq-listed Company Structured to Optimize Shareholder Value

Recruiter.com Group, Inc. (NASDAQ: RCRT)(NASDAQ: RCRTW) ("Recruiter.com" or "Recruiter"), a recruiting solutions provider, has signed a definitive agreement (the "Agreement") for a planned purchase of the fintech assets of GoLogiq, Inc. (OTC: GOLQ) ("GoLogiq"), a U.S.-based global provider of fintech and consumer data analytics.

Under the terms of the Agreement, and subject to satisfaction of certain closing conditions, Recruiter.com will acquire GoLogiq's CreateApp, PayLogiq (operating as AtozPay™), GoLogiq (operating as AtozGo™), and Radix™ businesses and related assets that comprise a suite of mobile commerce, e-wallet and mobile payment and big data analytics platforms. In consideration for these assets, GoLogiq is to receive common stock of Recruiter.com equal to approximately 84% of Recruiter.com, with existing Recruiter.com stockholders initially maintaining approximately 16%.

Recruiter and GoLogiq plan to review the market capitalization of Recruiter six months following the closing of the business combination. If the market capitalization of the combined company is at least $130 million at that time, additional shares may be issued to GoLogiq. The company plans to increase its market capitalization through the combination of the generation of revenues utilizing the acquired mobile banking assets as well as through the consummation of several planned and proposed acquisitions that involve existing revenue generating businesses.

The Agreement values the combined companies at approximately $105 million, substantially above the current market capitalization of Recruiter.com. Recruiter.com will continue to be listed on the Nasdaq Capital Market and plans to change its name to a name and branding that would reflect the new fintech focus of the company.

GoLogiq plans to continue to be quoted on the OTC Markets and maintain the GammaRey operating subsidiary it recently acquired. As a result of the transaction, GoLogiq is only changing the structure of a portion of its asset base from mobile technology assets to the anticipated receipt of the Recruiter Nasdaq-listed shares. Given GoLogiq's new focus on asset management that was created by the GammaRey acquisition, the board of GoLogiq believes this transaction with Recuiter.com will create greater shareholder value versus maintaining the assets itself.

GoLogiq plans to distribute the Recruiter shares to its shareholders via a special distribution/dividend when permissible under state and federal securities laws. GoLogiq also plans to change its name and branding to reflect the new asset management focus of the company, and will continue to pursue business and additional acquisitions in line with its GammaRey platform.

Concurrent with the closing of the business combination, Recruiter.com plans to spin out the existing operating business and assets of Recruiter.com into a newly created company which would be publicly traded on the OTC Markets. For every share held of Recruiter.com, Recruiter shareholders will receive via a special distribution a to-be-determined number of shares of the spin-out company. Such shares would be in addition to their retained ownership in the newly combined Nasdaq-traded company. As a result of the two transactions, shareholders of record of Recruiter.com as of the record date will hold two publicly traded securities, those of Recruiter.com and those of the new OTC spin-out company.

"We are thrilled to announce this significant milestone for Recruiter.com shareholders," said Evan Sohn, CEO of Recruiter.com. "We believe the combined transactions will unlock significant value for our shareholders while creating a new structure under which the existing Recruiter.com business can thrive."

GoLogiq CEO, Brent Suen, commented: "Through this transaction, we believe we have formed a company with an exciting growth strategy based on a solid foundation of valuable assets, both financial and human. Given the extensive pipeline of potential Fintech acquisitions that will be enabled by the Nasdaq listing, we anticipate it will bring many benefits to all stakeholders."

Transaction Details

GoLogiq plans to transfer the aforementioned fintech assets into a special purpose subsidiary, GoLogiq SPV. The transaction is structured as a stock-for-stock reverse merger whereby all of the GoLogiq SPV outstanding equity interests are to be exchanged for shares of Recruiter.com's common stock.

The boards of directors of both companies have unanimously approved the business combination. The transaction is expected to close in late third quarter or early fourth quarter of 2023, subject to satisfying certain closing conditions which include the completion of satisfactory due diligence by both parties and the receipt of shareholder approval by both companies.

All but one of the current directors of Recruiter will resign effective upon the closing of the transaction, and the existing directors of GoLogiq shall be appointed to the board of Recruiter, with Brent Suen appointed chairman.

Transaction Advisors

Joseph Gunnar & Co., LLC is acting as the exclusive financial advisor to Recruiter.com and GoLogiq in connection with the transaction. Lucosky Brookman LLP is serving as legal counsel to Recruiter.com, with Kline Law Group, LLP serving as legal counsel to GoLogiq.

About GoLogiq

GoLogiq Inc. is a U.S.-based global provider of fintech and mobile solutions for digital transformation and consumer data analytics. Its software platforms are comprised of CreateApp, a mobile app development and publishing platform for small-to-medium sized businesses; AtozGo™, a ‘hyper-local' app-based delivery platform; AtozPay™, an eWallet for mobile top-up, e-commerce purchases, bill payment and microfinance; and Radix™, a Big Data analytics platform.

About Recruiter.com Group

Recruiter.com is an on-demand recruiting platform providing flexible talent acquisition solutions that scale from startups to the Fortune 100. With an on-tap network of thousands of recruiting professionals and recruitment marketing automation, Recruiter.com helps businesses solve today's complex hiring challenges. To learn more, visit www.recruiter.com.

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LinkedIn: www.linkedin.com/company/1240434
Twitter: twitter.com/recruiterdotcom
Facebook: www.facebook.com/RecruiterDotCom

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