GuestLogix Inc.
TSX : GXI

GuestLogix Inc.

December 22, 2014 11:56 ET

GuestLogix Announces Closing of Offering of Subscription Receipts, Convertible Debentures and Private Placement of Subscription Receipts for Aggregate Gross Proceeds of (CAD)$49 Million

TORONTO, ONTARIO--(Marketwired - Dec. 22, 2014) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA

GuestLogix Inc. (TSX:GXI) ("GuestLogix" or the "Company"), a leading global provider of ancillary-focused merchandising, payment and business intelligence technology to airlines and the passenger travel industry, today announced that it has closed its previously announced financing (the "Financing") that included a public offering of 20,000,000 subscription receipts ("Subscription Receipts") and 7.00% extendible convertible unsecured subordinated debentures (the "Debentures"), and a concurrent private placement of 10,479,000 additional subscription receipts. The Financing raised gross proceeds of $49 million, of which the net proceeds will be used principally to fund the Company's previously announced acquisition of OpenJaw Technologies Limited ("OpenJaw Technologies"), a Dublin-based travel technology firm (the "Acquisition") which is set to close on or about December 30, 2014.

GuestLogix issued, on a bought deal basis, a total of (i) 20,000,000 Subscription Receipts at a price of $0.95 per Subscription Receipt; (ii) $20,000,000 aggregate principal amount of Debentures at a price of $1,000 per Debenture; and (iii) contemporaneously with the public offering, GuestLogix has also issued, on a private placement basis, a total of 10,479,000 subscription receipts of the Company, having substantially the same terms as the Subscription Receipts, at a price of $0.95 per subscription receipt, for total aggregate gross proceeds of $48,955,050.

"As we move to finalize the acquisition of OpenJaw Technologies later this month, GuestLogix remains confident that this transformative move will provide for enhanced market position, improved financial performance and increased shareholder value," said Brett Proud, President and CEO, GuestLogix.

The public offering was conducted by a syndicate of underwriters led by National Bank Financial Inc. and including CIBC World Markets Inc., Beacon Securities Limited, Canaccord Genuity Corp., Cormark Securities Inc., GMP Securities L.P and Mackie Research Capital Corporation

Further details concerning the Subscription Receipts, the Debentures and the Acquisition are set out in GuestLogix' short form prospectus dated December 16, 2014, available on SEDAR at www.sedar.com.

The Subscription Receipts and the Debentures will commence trading today on the Toronto Stock Exchange under the symbols "GXI.R" and "GXI.DB", respectively.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. All dollar figures are expressed in Canadian dollars.

About GuestLogix

GuestLogix Inc. (TSX:GXI), is a global leader in comprehensive merchandising, payment and business intelligence technology delivered to the passenger travel industry, both onboard and off-board. Bringing over a decade of expertise as the industry's most trusted onboard transaction processing partner to airlines, rail operators and elsewhere in the passenger travel industry, GuestLogix powers the industry's growing reliance on ancillary revenue generation. Both direct to operators as well as through partnerships with global leaders in catering, duty-free, inflight entertainment and self-service retail experts, the Company provides the payment services touching over 1 billion travelling consumers each year. On December 2, 2014, GuestLogix announced the forthcoming acquisition of OpenJaw Technologies, a Dublin-based technology company focused on travel retailing innovation in the e-commerce segment. GuestLogix' global headquarters and centre for product innovation is located in Toronto, with regional head offices located in Dallas, London and Hong Kong, and a Product Innovation Lab located in Moncton. More information is available at www.guestlogix.com and www.openjawtech.com.

© 2014 GuestLogix. All Rights Reserved.

Forward-Looking Statements

This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with GuestLogix' 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, 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 GuestLogix' 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 the matters discussed under "Risk Factors" in the final short form prospectus of the Company dated December 16, 2014 with the regulatory authorities. GuestLogix assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements, expect as required by applicable laws.

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