TSX Venture Exchange: FGD
TORONTO, Nov. 21, 2016 /CNW/ - First Global Data Limited ("First Global" or the "Corporation") would like to announce that it has entered into debt conversion agreements (collectively, the "Debt Agreements") with eight (8) creditors (collectively, the "Creditors" each individually a "Creditor") of the Corporation.
Pursuant to the terms of the proposed Debt Agreements, First Global will issue an aggregate of 37,077,830 units (the "Debt Units") in exchange for the cancellation of an aggregate of $3,707,783 in debt owing to the Creditors. The Debt Units will be issued at a deemed price of $0.10 per Debt Unit. Each Debt Unit is comprised of one (1) common share and one (1) non-transferable common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) common share of the Corporation (each, a "Warrant Share") at an exercise price of $0.20 per share for a period of 36 months from the date of issuance (the "Warrant Exercise Period").
One of the Creditors, 7159618 Manitoba Ltd ("715Manitoba") represents $2,233,333 of the above noted $3,707,783 debt conversion. Messieurs Kevin Price ("Price") and Ray Wieler ("Wieler") are shareholders and/or officers and/or directors of 715Manitoba and are also directors of the Corporation. As such, Price and Wieler are "related parties" within the meaning in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the "Instrument"). The issuance of Debt Units to Price and Wieler by virtue of their respective ownership in 715Manitoba are "related party transactions" within the meaning of the Instrument. Because the value of the debt conversion and the consideration to 715Manitoba for the transaction is less than 25% of the Corporation's market capitalization, the Corporation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
A proposed debt conversion of the debt owing to some of these Creditors was previously announced by way of news releases issued on December 1, 2015 and December 15, 2015 (the "2015 News Releases"). The terms of this news release supersedes the terms of the 2015 News Releases to the extent that such news releases dealt with the Debt Agreements.
715Manitoba has also agreed to forgive an additional amount of $2,233,333 of debt for no consideration conditional that the final payment of $2,100,000 is made at a future date to be agreed upon by 715Manitoba and the Corporation. As per the original loan agreement between the Corporation and 715Manitoba dated November 17, 2015, this additional $2,233,333 was to be satisfied by way of the issuance of common shares which will not be required.
After the issuance of the Debt Units and the payment of the outstanding $2,100,000, Corporation will realize a total debt reduction of $8,041,116.
All dollar amounts represented are in Canadian dollars.
"We are pleased that these debt holders have agreed to convert their debt into equity, as it demonstrates confidence in our business and the direction we are moving in. 715Manitoba have been very supportive and we are very fortunate and thankful for their ongoing support" said Andre Itwaru, Chairman of the Corporation. Mr. Itwaru added, "In the past year, our revenues have improved significantly over the prior year and we have experienced two quarters of profitable growth, which is rare in the FINTEC sector. We remain laser focused on business fundamentals as we continue to expand our exciting mobile payments and cross border payment services with strategic partners around the world."
The issuance of the Debt Units is subject to the approval of the TSX Venture Exchange.
About First Global
First Global is an international financial services technology (FINTECH) company. The Corporation's two main lines of business are mobile payments and cross border payments. First Global's proprietary leading edge technology enables the convergence of compliant domestic and cross border payments, money transfers, shopping and peer to peer payments. First Global enables its strategic partners and clients around the world with our leading edge financial services technology platform.
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.
This press release contains forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. Actual results may differ materially from those currently anticipated. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements are detailed from time to time in the Corporation's periodic reports filed with the Ontario Securities Commission and other regulatory authorities. The Corporation has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE First Global Data Limited
Image with caption: "First Global Data Limited (CNW Group/First Global Data Limited)". Image available at: http://photos.newswire.ca/images/download/20161121_C4645_PHOTO_EN_823441.jpg
For further information: Andre Itwaru, Chairman, First Global Telephone: 416.504.3813, Facsimile: 416.504.7092, Email: [email protected]