SelectCore Ltd.
TSX VENTURE : SCG

SelectCore Ltd.

February 10, 2012 06:00 ET

SelectCore Signs Agreement to Purchase Canadian Payment Processor

TORONTO, ONTARIO--(Marketwire - Feb. 10, 2012) - SelectCore Ltd. ("SelectCore" or the "Company") (TSX VENTURE:SCG), a prepaid telecom and financial services provider and transaction processor for the under-banked consumer market, announced today that further to the Company's press releases dated October 31, 2011, November 21, 2011 and January 23, 2012, it has executed the definitive asset purchase agreement to acquire the assets of an arms-length Canadian payment processor, Conquest Financial Services ("Conquest").

Through this acquisition, SelectCore will add in excess of 2,200 new point-of-sale terminals and merchants to its retail network across Canada. Based on historical performance, the addition of this business is estimated to generate approximately $1.2 million in annual profit for the Company not including the incremental revenues and profits anticipated from synergies and the extension of Conquest's services to SelectCore's existing retail partners.

The purchase price of $4,760,000 will be satisfied through the issuance of 16,413,793 shares in the capital of the Company. An additional 1,034,482 shares will be held in escrow and released quarterly over the next 40 months contingent on the Conquest business meeting certain performance metrics. If these metrics are not fully met, any unreleased shares at the end of the 40-month period will be returned to the Company and cancelled. Additional cash consideration can be earned by Conquest over the next 40 months based on 75% of incremental net profit realized from two new customers. An earn-out of up to five million shares in the capital the Company or a portion thereof, can be earned by Conquest upon finalizing the development of a key product offering within the next five months.

Management is of the view that this Acquisition is accretive and will strategically enable SelectCore to launch an industry-first, debit/credit payment processing solution for the independent convenience store channel. The Company intends to offer this new solution to its existing retail partners where SelectCore-owned VeriFone point-of-sale devices have already been deployed. The transaction also facilitates the Company's entrance into the rapidly growing mobile payments and NFC (near field communication) space.

"This acquisition is a key step in the advancement of the Company's business plan to develop new, high-margin payment technologies and financial services while providing a unified solution to our retail partners," commented Keith McKenzie, Chief Executive Officer of SelectCore. "The added mechanism of payment processing gives SelectCore leadership status amongst comparable peers who cannot offer a one stop point of sale solution."

The transaction is subject to approval by the TSX Venture Exchange.

About SelectCore

Established in 1999, SelectCore is a leading provider of transaction processing and point-of-sale solutions for the prepaid telecom market and prepaid financial services sector. From prepaid mobile top-up to stored-value cards and remittance solutions, SelectCore services a market of millions of under-banked and credit-challenged consumers through its technology platforms and retail distribution network across Canada and the United States. SelectCore is a publicly traded company listed on the TSX Venture Exchange under the symbol "SCG" (TSX VENTURE:SCG). SelectCore was ranked by Profit100 as one of Canada's fastest growing companies in 2006, 2007, 2009 and 2010. SelectCore was also ranked one of North America's fastest growing companies on Deloitte's 2011 Technology Fast 500.

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks related to the regulatory approval process, market and financing conditions as well as risks associated with the prepaid telecom and prepaid financial industries, changes in project parameters as plans continue to be refined as well as those risk factors discussed in the Company's management's discussion and analysis for the period ended September 30, 2011, available on www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information contained herein, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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