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or Name
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First Global Data Ltd
Symbol FGD
Shares Issued 148,131,442
Close 2016-11-21 C$ 0.115
Market Cap C$ 17,035,116
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First Global Data to issue 37.07 million units for debt

2016-11-21 13:09 ET - News Release

Mr. Andre Itwaru reports

FIRST GLOBAL ENTERING INTO DEBT CONVERSION AGREEMENTS

First Global Data Ltd. has entered into debt conversion agreements with eight creditors of the corporation.

Pursuant to the terms of the proposed debt agreements, First Global will issue an aggregate of 37,077,830 units in exchange for the cancellation of an aggregate of $3,707,783 in debt owing to the creditors. The debt units will be issued at a deemed price of 10 cents per debt unit. Each debt unit comprises one common share and one non-transferable common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of the corporation at an exercise price of 20 cents per share for a period of 36 months from the date of issuance.

One of the creditors, 7159618 Manitoba Ltd. represents $2,233,333 of the above-noted $3,707,783 debt conversion. Kevin Price and Ray Wieler are shareholders and/or officers and/or directors of 7159618 Manitoba and are also directors of the corporation. As such, Mr. Price and Mr. Wieler are related parties within the meaning in Multilateral Instrument 61-101, protection of minority security holders in special transactions. The issuance of debt units to Mr. Price and Mr. Wieler by virtue of their respective ownership in 7159618 Manitoba are related party transactions within the meaning of the instrument. Because the value of the debt conversion and the consideration to 7159618 Manitoba for the transaction is less than 25 per cent of the corporation's market capitalization, the corporation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

A proposed debt conversion of the debt owing to some of these creditors was previously announced by way of news releases issued on Dec. 1, 2015, and Dec. 15, 2015. The terms of this news release supersede the terms of the 2015 news releases to the extent that such news releases dealt with the debt agreements.

7159618 Manitoba has also agreed to forgive an additional amount of $2,233,333 of debt for no consideration conditional that the final payment of $2.1-million is made at a future date to be agreed upon by 7159618 Manitoba and the corporation. As per the original loan agreement between the corporation and 7159618 Manitoba dated Nov. 17, 2015, this additional $2,233,333 was to be satisfied by way of the issuance of common shares, which will not be required.

After the issuance of the debt units and the payment of the outstanding $2.1-million, the corporation will realize a total debt reduction of $8,041,116.

"We are pleased that these debtholders have agreed to convert their debt into equity as it demonstrates confidence in our business and the direction we are moving in. 7159618 Manitoba have been very supportive, and we are very fortunate and thankful for their ongoing support," said Andre Itwaru, chairman of the corporation. Mr. Itwaru added: "In the past year, our revenues have improved significantly over the prior year, and we have experienced two quarters of profitable growth, which is rare in the fintech sector. We remain laser focused on business fundamentals as we continue to expand our exciting mobile payments and cross-border payment services with strategic partners around the world."

The issuance of the debt units is subject to the approval of the TSX Venture Exchange.

About First Global

First Global is an international financial services technology company. The corporation's two main lines of business are mobile payments and cross-border payments.

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