The Futura Loyalty Group Inc.

TSX VENTURE : FUT


The Futura Loyalty Group Inc.

February 01, 2013 11:50 ET

Futura Completes Sale of Company

TORONTO, ONTARIO--(Marketwire - Feb. 1, 2013) -

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION TO U.S. NEWS WIRE SERVICES

Further to its press release of January 23, 2013, The Futura Loyalty Group Inc. (TSX VENTURE:FUT) ("Futura" or the "Company") has completed two transactions relating to the sale of Futura. In one transaction, Advantex Marketing International Inc. of Markham, Ontario ("Advantex"), acquired certain assets of Futura relating to the Aeroplan line of business. In the other transaction, Pong Marketing and Promotions Inc. ("Pong") acquired 100% ownership of Futura that was effected through a court approved consolidation of all of the existing common shares of Futura into one redeemable share that was then redeemed by the Company, and the subsequent issuance of shares to Pong.

The transactions received court approval on January 29, 2013 pursuant to Futura's proceeding under the Companies' Creditors Arrangement Act (Canada) (the "CCAA Proceeding"). In connection with the completion of the Pong transaction, Futura filed Articles of Reorganization under the Canada Business Corporations Act providing for, among other things: (i) the consolidation and redesignation of all of the issued and outstanding common shares of the Company into one redeemable share which share was redeemed by the Company for $1.00 paid to the Court-appointed monitor in respect of the CCAA Proceeding (the "Monitor"); and (ii) the creation and issuance of a new class of common shares. In connection with the foregoing, the current shareholders of Futura did and will not receive any consideration for their Futura shares and such shareholders were not asked to vote on any matter relating to the CCAA Proceeding. At the request of Pong, upon completion of the Pong transaction, the existing directors of Futura resigned. Following the completion of the transactions, Pong owns all of the issued and outstanding new common shares in the capital of Futura.

The proceeds from the transactions were deposited with the Monitor and will be distributed to Futura's creditors as approved by the Court. The proceeds from the transactions will not be sufficient to satisfy the claims of all secured creditors of the Company. Accordingly, no cash distributions will be made to Futura's unsecured creditors or shareholders in connection with the CCAA Proceeding.

The common shares of Futura are currently halted from trading and the Company expects it will be formally delisted from trading on the TSX Venture Exchange as of the close of business on February 1, 2013.

Neither the 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.

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