Mobi724 Global Solutions Inc.
CNSX : MOS

Mobi724 Global Solutions Inc.

December 24, 2015 13:58 ET

Mobi724 Global Solutions Inc. (CSE: MOS) Announces the Closing of the Acquisition of IQ 7/24 Inc. and the Closing of a $662,000 Private Placement

MONTREAL, QUEBEC--(Marketwired - Dec. 24, 2015) - Mobi724 Global Solutions Inc. ("Mobi724" or the "Company") (CSE:MOS), a technology leader in the digital incentives, couponing and payment space, announces that it has successfully completed the acquisition of 100% of the issued and outstanding shares of IQ 7/24 Inc. (the "Shares of IQ 7/24"), a leading Canadian provider of loyalty and customer-engagement solutions. The transaction is subject to the procedural formality of IQ 7/24 obtaining approval from its two (2) financial institutions.

The transaction includes an equity investment of $500,000 by Mobi724 in IQ 7/24 (the "Equity Investment"), exclusively for the purpose of growing IQ 7/24's business. An initial $100,000 of the Equity Investment was disbursed at the date of the closing of the transaction on December 22, 2015, a second tranche of $150,000 of the Equity Investment will be paid prior to December 31, 2015 and the remaining amount of $250,000 of the Equity Investment will be disbursed in 3 instalments in January, February and March 2016. The purchase price for the Shares of IQ 7/24 will be paid in 2018 and will be based on agreed upon multiples of the revenue generated by IQ 7/24 in 2017 and during the first 6 months of 2018. The Equity Investment will be applied towards the purchase price of the Shares of IQ 7/24 acquired on December 22, 2015 and the payment of the balance of the purchase price (the "Balance") will be paid 70% in cash and 30% in common shares of Mobi724 however the sellers have the option of receiving a larger percentage of the Balance in common shares of Mobi724 and a lower percentage of the Balance in cash.

In addition to creating a gain in operational efficiencies, through the sharing of datacentre, administrative and operating facilities, this acquisition will enable Mobi724 to incorporate IQ 7/24's portfolio of global brands), as well as a full suite of additional loyalty functionalities, into Mobi724's portfolio of solutions, including data analytics and expertise and rules based transactional platform. This acquisition will also add IQ 7/24's proven capabilities to leverage data intelligence functionalities to enhance the global portfolio profitability of issuers' cards.

"I.Q. 7/24's multi-year agreements provide an attractive revenue model as they generate 95% of recurring revenues," stated Marcel Vienneau, CEO of Mobi724.

"We have been working closely with Mobi724 for some time and we are excited to formally become part of the Mobi724 family" declared Daniel Tardif, President of I.Q. 7/24.

Since the transaction is effective since April 1, 2015, Mobi724 will restate its financial statements to incorporate IQ 7/24's financial statements as of April 1, 2015.

Closing of Private Placement of $662,000

Mobi724 also announces that it has successfully closed a Fourth Tranche private placement of $662,000 forming part of the $3,000,000 financing authorized in June 2015 of which $2,147,704 (including the funds raised through the secured convertible debenture issuance) has been raised to date. Pursuant to the private placement, 8,024,242 common shares of the Company were issued at a price of $0.0825. Some holders of the Fourth Tranche also received one (1) common share purchase warrant for every common share issued exercisable at a price of $0.0825 no later than March 31, 2016. The common shares are sold pursuant to exemptions from prospectus requirements to purchasers in Canada and will be listed on the CSE and will be subject to a four month hold period from the date of closing.

Conversion of Bona Fide Debt by Consultants and Management

The Company also announces that together with the closing of the Fourth Tranche private placement, the Company has issued 1,359,690 common shares in the capital of the Company at a price per share of $0.1125 resulting from the conversion of bona fide debt related to arm`s length consultant services and salary owed to management. The securities of the Company issued pursuant to the private placement are subject to a four-month hold period. The consultants and employees who have accepted common shares have satisfied the purchase price for the common shares by way of set-off of an aggregate amount equal to $152,965. The Company is extinguishing debts through the issuance of common shares as a means to reduce its level of accounts payable while preserving cash.

Conversion of Bona Fide Debt by IQ 7/24

Mobi724 also announces that prior to the completion of the aforementioned transaction with IQ 7/24 the parties agreed that the Company would issue 2,000,000 common shares of Mobi724 at a price per share of $0.05 to convert a bona fide debt owed by the Company to IQ 7/24. The 2 million common shares of the Company issued pursuant to this conversion of debt are subject to a four-month hold period.

Renewal of an Unsecured Convertible Debenture held by an Institutional Investment Fund

Mobi724 has renewed the terms of a convertible unsecured debenture issued on October 30, 2014 to an institutional investment fund in the amount of $1 million. The existing convertible debenture bears interest at a rate of 10% and matures on December 31, 2015. The capital carried forward of the renewed convertible debenture, which will accrue interest at a rate of 12% per annum and mature on December 31, 2015 (the "New Maturity Date"), is equal to $1,117,954. The renewed convertible debenture will be convertible at the option of the holder into common shares of the Company, on or prior to the New Maturity Date, at a conversion price of $0.35 per common share subject to a price adjustment clause, which is also subject to the Canadian Securities Exchange.

About I.Q. 7/24 Inc.

I.Q. 7/24 Inc. is a leading Canadian provider of loyalty and customer-engagement marketing solutions, driving increased retail profitability by creating customized retention, activation and loyalty programs. It has developed over the last 7 years as one of the most innovative and robust loyalty and rewards redemption platforms in the market. I.Q. 7/24 provides an agile, state-of-the-art technological platform as well as consulting services to manage programs and maximize retail ROI. I.Q. 7/24 presently specializes in both the automotive and power-sports industries, with about 300 dealerships across Canada and is expanding its expertise to include the hospitality and general retail sectors

About Mobi724 Global Solutions

Mobi724 Global Solutions (CSE:MOS), a corporation based in Montreal, Canada, is a technology leader in digital incentives and payment solutions. It offers a unique and fully integrated suite of solutions - PAYMENT-COUPONING AND LOYALTY all in one.

Our vision is to enhance the value of commoditized payment transactions to the players in this eco-system (ex: customers, banks, mobile carriers and retailers) by adding layers of intelligence to these transactions (i.e. smart transactions) in a seamless manner.

Mobi724 Global Solutions unleashes the true potential of both payment and couponing/rewards transactions for both online and offline points of sale.

The Corporation is fully dedicated to delivering unique "real time" and seamless digital promotional incentives (coupons including card linked coupons, bank cards, loyalty rewards) embedded into the most secured payment environment. The Corporation provides its customers with full and comprehensive traceability and enriched consumer data through its offering. Its solutions enable retailers, manufacturers, offer providers, mobile operators and card issuers to create, manage, deliver and "track and measure" incentive campaigns worldwide to ANY mobile device and allow its redemption at ANY point of sales.

Their credit and debit EMV payment solutions will allow banks to process end to end EMV transactions, focusing on authentication, approved security and quick merchant adoption which allows the users to process payments with a wide range of devices over a secure and seamless transaction.

Mobi724's PCI and EMV cloud-based switch, with their device agnostic connectivity, simplifies deployment and integration, and introduces new payment and digital incentives solutions to the market enabling multi layered intelligent transactions therefore SMART TRANSACTIONS.

Certain statements in this document, including those which express management's expectations or estimations with regard to the Company's future performance, constitute "forward-looking statements" as understood by applicable securities laws. Forward-looking statements are, of necessity, based on a certain number of estimates and hypotheses; while management considers these to be accurate at the time they are expressed, they are inherently subject to significant uncertainties and risks on the commercial, economic and competitive levels. We advise readers that these forward-looking statements are subject to risks, uncertainties, and other known and unknown factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied in these forward-looking statements. Investors are advised to not rely unduly on the forward-looking statements. This advisory applies to all forward-looking statements, whether expressed orally or in writing, attributed to the Company or to any individual expressing them in the name of the Company. Unless required by law, the Company is under no obligation to publicly update these forward-looking statements, whether to reflect new information, future events, or other circumstances.

The Canadian Securities Exchange (CSE) has not reviewed this news release and does not accept responsibility for its adequacy or accuracy. This news release does not constitute a solicitation to buy or sell any securities in the United States.

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