First Global Data Limited

First Global Data Limited

January 27, 2015 09:00 ET

First Global Data Limited Signs Definitive Agreement to Acquire LTP Financial Inc. and Issue Convertible Debentures

TORONTO, ONTARIO--(Marketwired - Jan. 27, 2015) - First Global Data Limited ("First Global" or the "Corporation") (TSX VENTURE:FGD) is pleased to announce that further to the press release dated December 22, 2014, it has entered into a definitive agreement (the "Agreement") whereby it will acquire all of the issued and outstanding securities in the capital of 2297970 Ontario Inc., which is also known as LTP Financial Inc. ("LTP"), an arm's length party to the Corporation.

Pursuant to the terms of the Agreement, First Global will acquire all of the issued and outstanding securities of LTP in exchange for the issuance of 26 million common shares of the Corporation (the "Acquisition").

The Closing of the Acquisition is conditional on the completion of several things including, but not limited to: (i) the receipt of all regulatory and shareholder approvals, if required; (ii) First Global completing a private placement of a minimum of $3 million and maximum of $8 million in convertible debentures (the "Debentures"); and (iii) First Global appointing Mr. Paul Haber or another LTP nominee to the board of directors of the Corporation as soon as practicable.

"We are excited about joining First Global and being part of what we believe is an incredible growth story that will be driven by First Global's leading edge technology platform," said Paul Haber, LTP's Chief Executive Officer. It is also planned that Mr. Haber will join the Board of First Global and continue to help the Corporation with its capital markets initiatives. Mr. Haber is a CPA, CA, C.Dir and brings over 20 years of capital markets knowledge and experience with him.

"LTP adds an important dimension to our consumer money services offerings and we are very pleased to have signed the definitive agreement for the acquisition of LTP," said Mr. Andre Itwaru, Chairman, President and CEO of the Corporation. "LTP has branch stores, an online presence, a considerable client base, and currently delivers services to First Global's target demographics. We intend to convert the LTP locations to First Global Money™ stores, our money services brand, and implement the full suite of First Global technology and services in these locations. Among other things, these locations will serve as origination points for First Global's money transfer services, load points for our mobile service offerings, and outlets to offer our clients a broader range of financial services which will leverage First Global's technology."

The Debentures will bear interest at 10% per annum, such interest to be payable on a semiannual basis. The term of the Debenture shall be three (3) years. The Debenture is convertible, at the option of the holder, at a price of $0.15 per share after the expiration of the statutory four (4) month hold period. In addition, the Debentures are automatically convertible into common shares of the Corporation in the event that the common shares of the Corporation closes at or above $0.40 per share on the TSX Venture Exchange for a period of five (5) consecutive days.

The closing of the Acquisition and the issuance of Debentures will be subject to the receipt of all regulatory approvals, including the TSX Venture Exchange. There can be no assurance that the Corporation will complete the Acquisition or issue the Debentures.

About LTP Financial

LTP Financial Inc. is focused on providing a variety of financial services to the unbanked and underbanked consumer segments. LTP currently offers money remittance services, pre-paid credit cards, short-term loans and other financial services which are in high demand. LTP has built a strong client base and has a focus to add technology to differentiate itself from other similar organizations. LTP has a solid foundation and is poised for significant growth.

About First Global

First Global Data Limited (TSX VENTURE:FGD) is a leading edge international payments company whose services are designed primarily for the domestic and international underbanked markets. Services include Mobile and Online Payments, Money Transfer, including Peer to Peer mobile and online transfers. First Global moves money domestically and internationally in full compliance with regulatory guidelines. The Corporation also enables its strategic partners and clients around the world with its leading edge transaction technology. First Global maintains a strong focus on compliance and holds licenses to operate as a Money Service Business around the world. The Corporation's electronic transaction infrastructure currently extends to approximately 97 countries worldwide. First Global's goal is to become the global leader in the mobile money and online financial transaction services sector.

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.

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