The Futura Loyalty Group Inc.

The Futura Loyalty Group Inc.

February 17, 2009 11:55 ET

Futura Announces a Proposed Equity Financing

TORONTO, ONTARIO--(Marketwire - Feb. 17, 2009) - The Futura Loyalty Group Inc. (TSX VENTURE:FUT) -


The Futura Loyalty Group Inc. (TSX VENTURE:FUT) today announced that it is seeking to raise capital to help fund its recently announced agreement with Aeroplan and for general working capital purposes.

Specifically, the Company is looking to expand its sales infrastructure to capitalize on its growing momentum in signing Aeroplan enabled merchants and service providers across Canada.

The company intends to raise up to $1,250,000 by way of a private placement of units (each, a "Unit") at a subscription price of $0.04 per Unit (the "Financing"). Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will give the holder the right to purchase one Common Share at a price of $0.07 for a period of 12 months from the Closing Date of the Financing (the "Closing Date") and $0.10 for a 12 month period commencing on the first anniversary of the Closing Date.

The Company currently has a commitment for an additional $750,000 in the form of a loan which is conditional on the Company raising a minimum of $1,000,000 in additional capital. The timing of finalizing the loan will depend on the Company's ability to secure the $1,000,000. The Financing will consist of multiple closings which are required to take place prior to the end of the current quarter.

The Company has also agreed to pay certain eligible agents a cash commission of 6% of the gross proceeds of the Financing. In addition, any eligible agents will be granted broker warrants giving them the right to purchase such number of Common Shares as is equal to 6% of the gross proceeds that were placed through the efforts of such agent divided by $0.05. The Broker Warrants shall be exercisable by payment of $0.05 per Broker Warrant at any time prior to 5:00 p.m. (Toronto time) on the date which is 12 months after the Closing Date and by payment of $0.10 per Broker Warrant commencing on the first anniversary of the Closing Date and exercisable at any time prior to 5:00 p.m. (Toronto time) on the date which is 12 months after the first anniversary of the Closing Date.

The Company also announced that it has amended certain terms of its existing convertible debentures issued on February 16, 2007 and March 23, 2007 (the "Debentures") with a total principal amount of $1,689,803. The maturity dates of the Debentures have been extended from February 16, 2010 until June 30, 2011 (the "New Maturity Date") and the conversion price of the Debentures and the deemed issue price of each Common Share issued upon conversion of the Debentures has been reduced from $0.20 to $0.05 until December 31, 2009 and $0.10 from January 1, 2010 until the New Maturity Date. In addition, the expiration date of the warrants to purchase 1,407,228 common shares at an exercise price of $0.30 that were issued pursuant to the Debentures has been extended from February 16, 2009 until June 30, 2011.

The total outstanding number of Common Shares in the capital of the Company prior to the Financing is 102,946,554. The proposed Financing is subject to the receipt of the approval of the TSX Venture Exchange.

About The Futura Loyalty Group Inc.

The Futura Loyalty Group offers mid size retail chains and service companies access to three different national coalition loyalty programs: Futura Rewards, Aeroplan® and StudentSaver, enabling businesses to cost-effectively target consumers in various life stages and socio-economic groups.

Futura also develops co-branded and customized programs, allowing organizations to develop cost-efficient custom loyalty solutions by applying their branding to Futura's advanced suite of loyalty applications; its proprietary Offer Management System, the newly developed web-based reward issuance application, an array of point of sale systems issuance integrations, its advanced merchant transactional reporting interface (Futura Intelli-Terminal) and its website content management module.

Forward-Looking Statements

This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend" and similar expressions to the extent they relate to the Company or its management. The forward looking statements are not historical facts, but reflect the Company's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including any risks and uncertainties described herein, as well as the risks and uncertainties detailed in our final long form prospectus dated November 29, 2005 filed with the regulatory authorities.

TM Trademark of The Futura Loyalty Group Inc.

The TSX-Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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