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Company Overview

Capital Structure –

As at September 30,2016
Outstanding                                 75,837,705
Warrants                                       893,480
Options Outstanding                  6,693,156
Options Exercisable                    4,715,156
Working Cap                                593,634
Market Cap - based                                 12.89M
on September 30, 2016 
closing price of $0.17/share
             

Posera Limited. (TSX - PAY) - Mission Critical Technology For The Hospitality Industry.

For more than 30 years, Posera has been supporting merchant business success in the hospitality industry. Posera is in the business of managing merchant transactions with consumers and facilitating all aspects of the payment transaction. Posera’s Maitre’DTM and FingerprintsTM Point-of-Sale solutions are trusted by the top fine dining and quick-service hospitality brands in the world.

A TSX listed company trading under the symbol “PAY”, Posera’s full service solutions include integrated and non-integrated debit and credit processing, EMV compliant Pay-At-The-Table (PATT) applications, system hardware integration services, merchant staff training, system installation services, and post-sale software and hardware customer support.

Posera’s POS system software solutions, associated enterprise management tools and debit/credit payment terminals are deployed in 25 countries and 8 different languages at over 30,000 merchant locations worldwide. Posera’s direct sales force is bolstered by a global dealership network of approximately 80 resellers which translates to approximately 560 representatives selling, supporting and installing its software and related products and services. Posera prides itself on its long and established track record of exceptional customer service and continued technological innovation. Posera’s success will continue to be driven by the Company’s unwavering objective to ensuring the business success of its growing base of merchant clients.

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Growth Strategy and Future Outlook

Advances in technology, the introduction of new regulations and the evolving expectations of informed customers means that our clients expect us to continuously innovate. Looking forward, Posera will continue to seek out new and improved ways of efficiently delivering the products and services that business owners need. 

Management’s strategy is focused on growing the business organically by continuing to identify vertical market segments and specific customer groupings that are ideal customers for Posera’s technology.

Posera continues to pursue selective acquisitions which the Company expects will be primarily focused on POS services companies that can be acquired at attractive multiples, and whose products or customer bases complement and extend that of the Company.

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Share Capital

As at September 30, 2016, Posera had issued and outstanding 75,837,705 voting common shares, and 6,693,156 options, of which 4,715,156 were exercisable at an exercise price to purchase common shares ranging from $0.125 to $0.32. As at September 30, 2016 the convertible debenture could have been converted into 2,500,000 Common Shares.

The following is a summary of stock options and warrants outstanding:

  Exercise price per common share Expiry Number issued and outstanding
Stock options $0.125 to $0.32

June 15, 2017 to July 29, 2021

6,443,156
Compensation Options $0.28 June 30, 2017 250,000
Warrants $0.40 April 23, 2017 893,480

Governance & Board Members

The Posera Board of Directors has implemented a high standard of corporate governance. All members of the Board's Audit Committee, Human Resources and Compensation Committee, Corporate Governace and Nominating Committee are independent of management.

Loudon Owen

Interim CEO, Director and Chairman of the Board

Mr. Owen is a venture capitalist, international businessman, and lawyer. His career has spanned more than 25 years, during which he has both led and actively participated in the growth of a host of successful businesses,

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Paul Fornazzari

Director

Paul Fornazzari has a broad range of corporate, commercial and securities law experience. Clients draw on his expertise in corporate and governance matters, corporate finance, M&A, divestitures, shareholder disputes, regulatory and stock exchange compliance and a wide variety of commercial arrangements.  

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Edwin Nordholm

Director

Mr. Nordholm is a business lawyer with extensive experience in corporate finance, mergers and acquisitions transactions and corporate restructuring. As a former partner in Torys LLP, a prominent Toronto-based law firm, ...

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in addition to extensive charitable and non-profit activities. He is Managing Partner of McLean Watson Capital Inc., a venture capital firm. Mr. Owen currently serves on the boards of the following reporting issuers: Genesis Land Development Corp. (TSX), Kilo Goldmines (TSX Venture Exchange and Frankfurt Exchange) and Aureus Mining Inc. (TSX and AIM), Mr. Owen holds a BA from the University of Toronto, a JD from Osgoode Hall Law School, Toronto and an MBA from INSEAD..

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Paul holds a Masters of Law from Osgoode Hall Law School in Securities Law and a Bachelor of Law from the University of Windsor. He has recently been recognized in Who’s Who Legal 100, Who’s Who Legal: Mining, The Best Lawyers in Canada and the Canadian Legal Lexpert Directory. He is a member of the TSX Venture Exchange’s Ontario Advisory Panel and the Rocky Mountain Mineral Law Foundation.

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Mr. Nordholm advised a variety of clients with respect to public and private financings, cross-border acquisitions and divestitures, auction transactions, going-private and related party transactions, debt acquisitions, bridge lending transactions and other merchant banking transactions. Mr. Nordholm is currently the President of Liberty Street Capital Corp., a privately-held merchant bank. Previously, Mr. Nordholm served as Senior Vice President of the Tricap Restructuring Fund, an investment fund managed by Brookfield Asset Management Inc. (NYSE:BAM & TSX:BAM-A) that focuses on investments in companies requiring financial and/or operational restructuring. As well, Mr. Nordholm serves as President of Black Tusk Advisors Inc., a business consulting firm, and was counsel to Davis LLP from September 2010 to May 2012. As such, Mr. Nordholm has both executive and advisory experience working with businesses in transition, rationalizing costs and developing creative solutions to financially challenging situations. Mr. Nordholm has served on the boards of numerous public and private companies and is based in Toronto, Canada. Mr. Nordholm holds an LLB from Osgoode Hall Law School, Toronto.

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Michael Brown

Director

Mr. Brown is President of Capital Markets Advisory. Previously, he held positions with Macquarie Bank of Australia as President and CEO of Macquarie North America, and then as Vice Chairman... 

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David Del Chiaro

Director

 Mr. Del Chiaro built and operated grocery stores from 1983 to 2009 and was a director on the board of the Canadian Federation of Independent Grocers for many years, serving on the Executive and as Chairman.Mr. Del Chiaro served on the board of the Peoples...

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Gary Figueira

Director

Mr. Figueira has recently retired as the Business Unit Executive for IBM's Retail Systems Division for Canada and the English speaking Caribbean. In this position he was responsible... 

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Prior to that, he was a Managing Partner with Gordon Capital Corporation, responsible for mining investment banking, and previously was head of equity research and an analyst with Deutsche Morgan Grenfell Canada. He has served as a member of the List Committee of the Toronto Stock Exchange and as a Governor of the Exchange. He is a Chartered Financial Analyst and registered Professional Engineer.  Michael Brown is Chairman and a director of Afri-Can Marine Minerals Corporation and a member of the Advisory Panel of Crystallex International Corporation.

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Telephone Company for eight years until its sale in 2006.  Mr. Del Chiaro also served on the board of the Agriculture Adaptation Council of Canada.  Mr. Del Chiaro has been involved in several businesses and is currently developing retail commercial properties in Ontario.

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for IBM's sales, marketing and support teams in these areas.  Previously he was General Manager for Siemens Pyramid Canada and Director of Retail Systems for NCR Canada, with similar responsibilities as above.  Mr. Figueira is currently the President of Lawrence Park Tennis Club and Past President of Sir Winston Churchill Park Tennis Club.

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Code of Business Conduct

The POSERA Board of Directors has adopted a Code of Business Conduct which summarizes the standards of business conduct that are to guide the actions of all directors, officers and employees of the company. The goal of the Code is to promote, above all, honest and ethical conduct and fair dealing in all business relationships, with respect to all of POSERA stakeholders - including its shareholders, customers, suppliers, other business partners, regulators, and employees.

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Financial Reports and Regulatory Filings

The Company trades under the ticker symbol PAY on the Toronto Stock Exchange and has a fiscal year end of December 31.

POSERA financial information and regulatory filings are available at www.sedar.com

Investor Contacts


 

Investors interested in information on POSERA should contact:

Kevin Mills

Chief Financial Officer

1-800-465-2400 ext.2203

kmills@posera.com

Caleb Jeffries

1-866-684-6730

PAY@kincommunications.com

Shareholders with questions about the transferring or registering of POSERA common shares should contact the Transfer Agent:

 

 Equity Transfer & Trust Company

200 University Avenue, Suite 400

Toronto, Ontario M5H 4H1

Canada