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FUT The Futura Loyalty Group Inc.

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Share Name Share Symbol Market Type
The Futura Loyalty Group Inc. TSXV:FUT TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Futura Enters Into Agreements in Connection With CCAA Proceeding

23/01/2013 3:24pm

Marketwired Canada


NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION TO U.S.
NEWS WIRE SERVICES


Further to its press release of January 21, 2013, The Futura Loyalty Group Inc.
(TSX VENTURE:FUT) ("Futura" or the "Company") announces that it has entered into
agreements for the sale of Futura. 


The transactions are subject to Court approval in respect of Futura's proceeding
under the Companies' Creditors Arrangement Act (Canada) (the "CCAA Proceeding"),
which approval will be sought prior to January 31, 2013. Subject to the approval
of the Court and the other closing conditions provided in the agreements, Futura
anticipates that the sale transactions will be completed on January 31, 2013.


In connection with the CCAA Proceeding, Futura proposes to file Articles of
Reorganization under the Canada Business Corporations Act providing for, among
other things: (i) the consolidation and redesignation of all of the issued and
outstanding common shares of the Company into one redeemable share which share
will be redeemed by the Company for $1.00 to be paid to the Court-appointed
monitor in respect of the CCAA Proceeding (the "Monitor"); and (ii) the creation
and issuance of a new class of common shares. In connection with the foregoing,
the current shareholders of Futura will not receive any consideration for their
Futura shares and such shareholders are not being asked to vote on any matter
relating to the CCAA Proceeding. Following the completion of the transactions,
the third party subscriber will own all of the issued and outstanding new common
shares in the capital of Futura.


The proceeds from the transactions will be deposited with the Monitor for
distribution to Futura's creditors as may be approved by the Court. It is not
anticipated that the proceeds from the transactions will be sufficient to
satisfy the claims of all secured creditors of the Company. Accordingly, Futura
does not expect that any cash distributions will be made to its unsecured
creditors or shareholders in connection with the CCAA Proceeding.


The common shares of Futura are currently halted from trading and trading is
expected to remain halted pending completion of the transactions described
above, following which the Company anticipates that Futura will formally be
delisted from trading on the TSX Venture Exchange. During the currency of the
CCAA Proceeding, the Company continues to operate its business in the normal
course. 


About The Futura Loyalty Group Inc.

The Futura Loyalty Group Inc. is an industry-leading provider of integrated and
stand-alone loyalty solutions for Canadian and American businesses. Futura
offers a comprehensive suite of loyalty products and services including access
to Aeroplan in Canada and four top frequent flyer programs in the United States.
Futura also develops custom programs for companies wishing to develop
proprietary loyalty solutions. Futura's loyalty services include member account
set up, management and reward redemption platform, a web-based program
transaction reporting interface for merchants, a robust offer management system,
retail POS Integration for card swipe issuance, loyalty analytics and a
proprietary web based reward issuance solution. For more information regarding
Futura, visit www.tflg.ca or www.futuraloyaltygroup.com.


Forward-Looking Information 

This news release includes certain forward-looking information that is based
upon current expectations, which involve, among other things, risks and
uncertainties associated with Futura's business and the CCAA Proceeding.
Forward-looking information in this news release includes, among others,
statements with respect to the approval of the Court of the transactions
contemplated herein, the satisfaction of the conditions to closing of such
transactions and the completion thereof. Any statements contained herein that
are not statements of historical facts may be deemed to be forward-looking
information, including those identified by the expressions "anticipate",
"believe", "plan", "estimate", "expect", "intend", "will", "may", "should",
"could", and similar expressions to the extent they relate to Futura or its
management. The forward looking information is not historical fact, but reflects
Futura's current expectations regarding future results or events.
Forward-looking information is subject to a number of risks, uncertainties and
assumptions that may cause the actual results of Futura 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 Futura. Factors that
could cause actual results or events to differ materially from current
expectations include, among other things, changes in general economic and market
conditions; the uncertainty involved in court proceedings; changes to
regulations affecting Futura's activities; the level of merchant participation
in Futura's programs; uncertainties relating to the availability and costs of
financing needed in the future; the ongoing operation of Futura's business and
other factors, including without limitation, those listed under "Economic
Dependence" and "Risks and Uncertainties" in Futura's MD&A for the three and
twelve month periods ended December 31, 2011.


FOR FURTHER INFORMATION PLEASE CONTACT: 
The Futura Loyalty Group Inc.
David Campbell
President & CEO
416-775-3161
dcampbell@tflg.ca
www.tflg.ca

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