SOURCE: First Corporation

September 09, 2011 07:00 ET

First Corporation Clarifies Recent Statements Regarding Status of Proposed Investment in Gecko Landmarks Ltd.

LONDON--(Marketwire - Sep 9, 2011) - First Corporation (OTCBB: FSTC) today made the following statement for the purposes of clarification, and in response to questions that have arisen from the issue of recent statements, regarding the status of the Company's proposed investment in Gecko Landmarks Ltd ("Gecko").

As announced June 2nd, the Company has executed a Letter of Intent to acquire an initial 10% equity interest in Gecko, the producer of highly innovative global landmark data and related software technology, at an aggregate subscription price of US$1m.

Under the terms of the Letter of Intent, the Company has an option to purchase an additional 23% equity interest in Gecko within six months of the closing date of the initial investment at an aggregate subscription price of US$3.45m.

First Corporation's investment is subject to regulatory compliance and remains at due diligence stage. As announced July 7th 2011, the Company commissioned the specialist IT team of Private Trading Systems plc. (PTS) to report on Gecko's software as part of the due diligence process. The Company chose the PTS team due to their technical expertise, thoroughness and responsiveness.

PTS were recommended to the Company by Dematco Inc., whose wholly owned subsidiary Dematco Group Corporation own 6,867,500 common shares in the Company, having worked closely with the PTS team in the past. It should be noted however that Dematco and its affiliates play no executive role in First Corporation.

Based upon information provided by its management and confirmed by PTS, we believe that Gecko Landmarks has developed an extremely accurate global landmark database along with an innovative landmark based navigation concept and platform providing geotechnical services and solutions for the professional market and GPS/GSM manufacturers.

Gecko's management state that alternative accurate geographical data is available for only 40% of all countries acting as the biggest obstacle for wider use of location based services and GPS devices in most parts of the world. Economic growth is fastest in the remaining 60% of the world that is currently inaccessible to GPS-enabled location based devices. Gecko's management state they have developed a technically feasible and cost-effective solution for GPS to reach the remaining 60% of the global market.

The Company believes Gecko's ability to reach the untapped Far East, Africa and Emerging Markets is strategically crucial and it is these markets which will account not only for the majority of Gecko's future growth but global economic growth in general.

As announced July 15th 2011, the Company's due diligence to date confirms Gecko has developed specialized software enabling landmark acquisition. According to the report, Gecko has developed a software tool, AtLAS (Advanced Landmark Acquisition System), which enables the landmark acquisition process to be carried out reliably without having to visit the locations around the world -- increasing the speed of landmark acquisition between 10 to 100 times.

AtLAS, the key software asset of Gecko, was developed in-house, appears to be unique, and is the enabling tool for the rapid acquisition and production of quality landmark data.

Gecko also offers Gecko SMS, an SMS editor which automatically adds landmark information to text messages. Gecko SMS is a mobile phone proof-of-concept application that demonstrates landmark usage in a practical fashion.

The interim report provisionally concludes:

  • Gecko seemingly has the only worldwide landmark database that is fit for the purpose
  • The mammoth task of building an accurate landmark database for the world might be unachievable without Gecko's AtLAS advanced landmark acquisition system enabling fast and accurate gathering of landmark data
  • Being the sole owner of AtLAS, Gecko restricts access creating a unique competitive advantage

Founders of Gecko have decades of experience in geotechnical product development and use their skills to leverage innovative uses of landmarks for mobile phones, GPS devices and other platforms.

Gecko have a co-operation agreement with Tramigo OY Ltd, who state they have the best selling GPS/GSM tracking device in the world. Under the terms of the agreement, Gecko is the sole provider of landmark data demonstrating Gecko's ability to develop functional and innovative solutions for the consumer and mass market, particularly in emerging markets where Gecko's technology has provided a unique competitive advantage.

Gecko Landmarks' mission is to enable industry-wide use of landmarks in any GPS-enabled device and to improve device manufacturers' possibilities to reach new markets that require a radically new approach to geographical data.

As further announced August 1st, the PTS due diligence team further reported confidence that Geographical Information Systems (GIS) used by other firms and competitors including Google do not contain the same high level of landmark acquisition functionality as the AtLAS system. They further note that the AtLAS System (not just the database it has been used to create) may have substantial commercial value in its own right.

First Corporation's investment is subject to regulatory compliance and remains at due diligence stage. Technical due diligence is now largely complete and it is legal and financial diligence that remains work in progress. Professional advisors representing the Company and Gecko have suffered delays in completing the necessary legal and financial due diligence as a result of the holiday season (particularly with regard to obtaining accurate translations of Finnish company formation documents and accounts) but it is hoped that this can now proceed to a timely conclusion this month.

Thereafter, the necessary regulatory processes will be followed including SEC submissions. The precise timetable for completing the initial investment will be determined largely by the extent of the SEC's review and the swiftness with which the Company, with the guidance of its professional advisors, can satisfy the regulatory requirements.

It is intended that the initial investment will be funded from the proceeds of the Securities Purchase Agreement entered with Investa Securities Ltd as announced April 8th 2011. Further investment will be required to complete the acquisition of the additional 23% interest but indications of interest to date means management are optimistic that the finance will be forthcoming and that completion of the full investment will be value enhancing to shareholders.

The Company remains excited about the investment in Gecko and in assisting Gecko in the full commercialization of its unique landmark related software assets to maximize shareholder value in the months ahead.

About First Corporation

First Corporation was incorporated under the laws of the State of Colorado on December 27, 1995. The Company's activities to date have been limited to organization and capital formation.

Forward-Looking Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements reflect First Corporation's current views with respect to future events that involve risks and uncertainties. Among others, these risks include the failure to complete First Corporation's planned acquisition, its liquidity position and its ability to obtain new funding. In the light of these uncertainties the forward-looking events referred to in this release might not occur, and actual events could differ materially from those described in First Corporation's forward-looking statements.

Contact Information

  • Contact:
    Emerson Gerard Associates
    Jerry Jennings
    561-881-7318
    Email Contact