GuestLogix Inc.
TSX : GXI

GuestLogix Inc.

December 24, 2015 17:05 ET

GuestLogix Extends Forbearance Agreements

TORONTO, ONTARIO--(Marketwired - Dec. 24, 2015) - GuestLogix Inc. (TSX:GXI) ("GuestLogix" or the "Company"), the leading global provider of ancillary-focused merchandising, payment and business intelligence technology to airlines and the passenger travel industry, today announced that it has reached agreements (the "Forbearance Agreements") with its senior lender and its subordinated lenders (collectively, the "Lenders") in respect of its US$7.5 million senior revolving credit facility and its CDN$9 million subordinated term credit facility (collectively, the "Credit Facilities") to extend the previously announced forbearance agreements entered into on December 1, 2015 as a result of the previously disclosed breach by the Company of its EBITDA covenant with the Lenders. Under the Forbearance Agreements, among other things: (i) the Lenders agree to forbear from taking any steps to demand repayment of the amounts owing under the Credit Facilities until December 31, 2015; (ii) the Company agrees not to make any payments of interest on the Company's 7.00% extendible convertible unsecured subordinated debentures (the "Convertible Debentures") or payments under the share purchase agreement dated December 2, 2014 pursuant to which the Company purchased the shares of OpenJaw Technologies Limited; and (iii) the Company agrees to replace the warrants to purchase an aggregate of 2,400,000 common shares of the Company ("Common Shares") previously issued to its Subordinated Lenders in connection with the original subordinated term credit facility in order to change the exercise price per share from $0.29 to $0.129 (being greater than the 5-day volume-weighted average price of the Common Shares preceding the date of execution of the Forbearance Agreement). The replacement warrants shall be issued on January 11, 2016, being the tenth business day following this announcement. All other terms of the warrants remain unchanged. The 2,400,000 Common Shares issuable upon exercise of the warrants would represent 1.75% of the total issued and outstanding Common Shares. The Company is at arm's length with the Lenders.

As a result of the Forbearance Agreements and pursuant to the terms of the trust indenture governing the Convertible Debentures, the Company is not permitted and will not be making the cash interest payment (of approximately CDN$700,000 due on December 31, 2015 in respect of the Debentures.

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 23, 2014, GuestLogix announced the 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 offices located in Dallas, London, Dublin, Galway, Madrid and Hong Kong, and product innovation labs located in Moncton and Kraków. More information is available at www.guestlogix.com and www.openjawtech.com.

© 2015 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 above and under "Risks Factors" in the Company's Annual Information Form filed on March 16, 2015 with the regulatory authorities in Canada. Such risk factors include the inability of the Company to reach an agreement on a timely basis with its lenders and the holders of its debentures if required. The forward‐looking information included in this press release is expressly qualified in its entirety by this cautionary statement. 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.

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