First Global Provides Update on Sale of Assets and Go Forward Plan
Toronto, Ontario--(Newsfile Corp. - May 17, 2019) - First Global Data Ltd. (TSXV: FGD) (OTC Pink: FGBDF) (FSE: 1G5) ("First Global" or the "Company") is pleased to provide the following updates and strategic plan going forward.
Since January 2019, First Global has been in transition. It started with the resignations of its long time CEO and COO as well as the entire board that had run the Company for several years.
A group of shareholders and senior creditors, along with senior management, resolved to stabilize the organization and prepare for the next phase of the Company. A new board was appointed, featuring a majority of independent directors who bring diverse experiences, corporate governance know-how, business acumen and fresh perspective. In addition to this, the Board has begun the process of looking for a new management team. It has identified several possible candidates and hired a highly qualified Chief Compliance Officer for its US entity.
The current board is actively involved in all decisions of the organization. In the interests of austerity, the Company over the last few months has dramatically reduced its workforce and operating expenses. It has reduced staffing from approximately sixty people in late 2018 to just four at present. The Company has also reduced its three large offices to two smaller offices.
The Company has been cease-traded by order of the Ontario Securities Commission ("CTO") for over a year and, as a consequence of its resulting financial situation, has decided to sell assets to both meet obligations as well as to re-align its long-term business strategy into what it has concluded to be more sustainable, responsible and beneficial to shareholders and other stakeholders in the future.
To this end senior management, the board and senior lenders have been reviewing all strategic options, including but not limited to the sale of all assets. The Company has reached out to various parties that would have an interest in its domestic and international money remittance divisions as well as its technology platforms and hosted technology, and has entertained various negotiations and non-binding offers.
Sale of Assets
First Global is pleased to announce that it successfully completed, effective May 2, 2019, the sale of its existing international operations (i.e. all operations excluding Canada and US) to Nanpersaud & Company Ltd., an arm's-length third party purchaser. While the Company received some cash to address its immediate needs from this sale, more importantly, it will also continue to receive a royalty payment on a quarterly basis on gross revenue for the next eight years per the terms of the agreement. The Company anticipates that this royalty will take a few months to become meaningful, but also anticipates that such royalty could be significant if the purchaser commits the right resources and focus to develop those international markets. However, the Company has no control over the purchaser and, therefore, there can be no assurance that any such anticipated results will materialise as hoped.
First Global has also reached an agreement to sell its US licensed business to an arm's-length third party by the name of Azira Corporation, subject to any required regulatory approval. The terms of the agreement include that the aggregate purchase price will be $5.0M USD for 95% interest in FGMI, on an "as is, where is basis" with such price being paid as: (a) $1.0M USD in cash, with a minimum of $250,000 USD upon closing and the remaining outstanding amount of $750,000 USD being paid within 150 days, and (b) $4.0M USD being paid as a royalty, as eight percent of gross revenues from FGMI, on a monthly basis with reporting and payments being due within five business days of each month end. The buyer will assume day-to-day operations and all related costs and responsibilities, with any intercompany loans being forgiven, at the time of closing, which shall occur on or before May 30th, 2019 unless otherwise extended by agreement of the parties.
First Global intends to transform itself from a technology developer and vendor, as well as a bricks and mortar money transmitter in the USA and Canada, into a pure online money transmitter, eWallet, and hosted solutions provider focused on inbound and outbound money transmissions from and to (as well as within) Canada and the USA. The Company understands that this is a significant evolution from its past and current business that will require a realignment of the strategic direction and focus of the business. This will also mean that the roles and people required on a go-forward basis will be different than in the past. To that end, the Company has begun a human resource realignment and intends to continue with the same over the next year. The Company also intends to abandon ambitions of developing or acquiring companies so as to control and own all software. Going forward the Company plans to partner with technology developers rather than focus on internally developing all of its software. Doing so will potentially allow the Company to dramatically reduce personnel and staffing costs, while looking to review shareholder relationships and leveraging its channel partners for sales. However, no such partnership or co-ventures with developers have yet materialized and there can be no assurance that the Company will be in a position to do so. In addition, given the Company's current financial condition, there can be no assurance as to the Company's ability to execute on this plan or its ability to acquire the people and resources needed to do so.
As a result of First Global being subject to the CTO for over a year, the Company has faced funding-related challenges. To pursue its new initiatives, the Company understands and anticipates that a major round of funding and capitalization will be required in the near term. As such, the Company is currently considering options such as a significant debt-for-equity conversion program. However, any such program would require a partial revocation order of the current CTO from the Ontario Securities Commission. The same requirement would apply to any private placement or other financing. There can be no assurance that the Ontario Securities Commission will grant any such partial revocation order.
First Global is an international financial services technology ("FINTECH") company based in Ontario.
For further information please contact:
Ruth Fraser, Manager
First Global Data Limited
Tel: 416 504-3813
Neither TSX Venture Exchange Inc. ("TSXV") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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 press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful.
FORWARD LOOKING INFORMATION
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction.
This press release contains certain "forward-looking information". All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, the plans, initiatives and strategies of the Company, its anticipated needs for funding, its anticipated sale of assets to Azira Corporation the implementation of a debt-for-equity program or the application to, and granting by, the Ontario Securities Commission of any partial revocation order) constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions including, the ability of the Company to complete the sale transaction with Azira Corporation and raise sufficient funds in a timely manner.
Forward- looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations, include, but are not limited to, the inability of the Company to complete the purchase transaction with Azira Corporation on satisfactory terms, if at all, the Company's failure to obtain a partial revocation order, the Company's inability to execute on its future plans and initiatives as currently contemplated or its failure to attract investors or to complete any shares-for-debt conversions with creditors.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
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