JACKSONVILLE, Fla.,
June 22 /PRNewswire-FirstCall/ --
FNDS3000 Corp (OTC Bulletin Board: FDTC) (Frankfurt: "FT4," A0MWLG), a financial
transaction processing services company currently introducing
prepaid card programs to the South African market, today announced
that it has successfully raised gross proceeds of $1 million via a private equity financing with an
existing institutional shareholder. In addition, the Company
reported that it has arranged for the conversion of $1.5 million in outstanding promissory notes to
equity.
Pursuant to a financing agreement, the Company issued to an
existing institutional shareholder 5,714,286 shares of restricted
common stock at a price of $0.175 per
share; as well as a warrant to purchase 5,714,286 common shares at
an exercise price of $0.175, and a
warrant to purchase an additional 4,000,000 common shares at an
exercise price of $0.25. The
term of the warrants is 24 months. In a related transaction,
the Company paid one of its independent directors a referral fee of
$50,000 and a warrant to purchase
1,000,000 shares of common stock at an exercise price of
$0.20 per share. The term of
the warrant is for 36 months.
The Company offered and sold the common stock and warrants to a
qualified accredited investor, in a transaction exempt from the
registration requirements of the Securities Act of 1933, as
amended, and therefore the transaction has not been registered
under the Securities Act or any state securities laws. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.
The Company also announced that the holders of its outstanding
$1.5 million 10% Convertible
Promissory Notes ("Notes") have elected to convert the outstanding
balance of the Notes into common stock of FNDS3000, which were
scheduled to mature on August 31,
2010. Under the terms of the Notes, holders have
converted the outstanding amounts of debt to the Company's common
shares at a price of $0.15 and
$0.175 per share, respectively.
As a result of this conversion, the Company will issue
9,523,811 common shares in payment of the principal amount of
$1.5 million and 1,091,708 shares in
payment of accrued interest of $164,927 as full and final settlement of the
Notes.
Sherington Holdings, LLC, which is owned by the Chairman of the
Company, Raymond Goldsmith,
converted $1.25 million of the Notes
discussed above. As a result of the conversion, Sherington
and Goldsmith now collectively own 47.79% of the Company's
68,959,019 shares outstanding.
John Hancock, Chief Executive
Officer, commented, "The ability to opportunistically access
outside capital effectively augments our strategic initiatives.
The capital raise and our investors' election to convert the
promissory notes demonstrate investor confidence in our Company,
employees and our growth strategy. The conversion of debt to
equity materially strengthens our underpinning financial footing
and provides us with a cleaner capital structure. Moreover,
both transactions announced today will enhance our ability to
execute our planned strategies to accelerate growth and increase
shareholder value at this early stage in our development as we
continue to ramp up the number of cards distributed and activated,
expand our market footprint through additional channels of
distribution and introduce new types of prepaid card
offerings."
The material terms of the financing agreement and the conversion
of the Company's promissory notes are outlined in a Form 8-K filed
today with the Securities and Exchange Commission. The
Company further noted that it may need to secure additional
financing in the foreseeable future to cover operating expenditures
and future developments until such time as positive cash flow is
achieved. There is no guarantee that the Company will prove
successful in obtaining such future financing or that such
financing, if closed, will be on reasonable terms.
About FNDS3000 Corp
FNDS3000 Corp (OTC Bulletin Board: FDTC) (Frankfurt: "FT4," A0MWLG) is a financial
transaction processing service company. Since its inception,
its focus has been on the development and implementation of a
variety of prepaid card programs outside the United States, including services to
individuals who lack access to conventional banking services.
FNDS3000 meets a vital need of companies that have financial
dealings with such individuals by offering prepaid cards that can
be tailored to the differing requirements of each customer.
FNDS3000 intends to provide these services in both developed
and underdeveloped nations through a proven U.S. processing
platform that has been designed for international and cross border
capability. Many of these FNDS3000 products carry worldwide
brand marks and can be used anywhere that accepts these brands.
Programs that can be supported include payroll, insurance,
medical aid, gift cards, prepaid cellular charges and small-scale
international transfers of funds.
Forward Looking Statements
Matters discussed in this press release contain forward
looking statements. Investors are cautioned that such forward
looking statements involve risk and uncertainties, which could
significantly impact the actual results, performance, or
achievements of the Company. Such risks and uncertainties
include, but are not limited to, the potential loss of our
relationships with each of the parties that sponsor our cards and
banks that manufacture, issue, and own the cards; the loss of our
service providers; security breaches of our electronic information;
the inability to raise sufficient capital to fund its operations;
and other risks as may be detailed from time to time in the
Company's periodic reports filed with the Securities and Exchange
Commission. The Company assumes no obligation to
publicly update or revise its forward looking statements even if
experience or future events make it clear that any of the
projected results expressed or implied herein will not be
realized.
SOURCE FNDS3000 Corp