FASTER Announces Letter of Intent with Evolution Global Frontier Ventures Corp.

TORONTO, ON / ACCESSWIRE / September 21, 2023 / 2757953 Ontario Inc. (dba Faster) ("Faster" or the "Company") is pleased to confirm the execution of a non-binding letter of intent dated September 14, 2023 (the "LOI") with Evolution Global Frontier Ventures Corp. ("CSE:EGFV)" ("Evolution Global"), pursuant to which all of the outstanding securities of Evolution Global are expected to be acquired through a business combination (the "Proposed Transaction").

Faster

The Faster payments solution addresses the evolving needs of independent and small businesses, streamlining operations and ensuring prompt access to essential cash flow in an era where cash transactions are dwindling. Key features encompass:

• Daily settlement of sales transactions, in contrast to conventional methods taking up to four business days, thus ensuring immediate access to funds for payroll, supplies, and expenses without reliance on a traditional bank account.
• Effortless online or in-app signup with no credit checks, leading to instant creation of a business banking mobile wallet and issuance of a business Mastercard.
• Activation of a state-of-the-art Android-based terminal within two days, replete with a color screen, integrated printer, scanner, camera, Wi-Fi, and compatibility with 5G or LTE wireless connectivity. The terminal offers access to a plethora of free applications for scheduling, inventory management, payroll, accounting, and more.
• The Faster solution is devoid of set-up fees, monthly charges, or application expenses. The only cost to merchants is the acquisition of a smart payment terminal, available at CAD$399.00 or through a CAD$99.00 down payment followed by six monthly installments of CAD$55.00.

Andra Enescu, CEO of Faster, stated, "Merchants are eager to invest more time in growing their businesses and less time navigating the complexities of traditional banking and managing multiple vendors for payment and operational tasks. Canada has an abundant small business landscape and Faster aspires to become the preferred payments solution for all small businesses. The planned go-public transaction strategically aligns with our growth vision, providing us with the necessary resources and visibility to extend our reach to a broader spectrum of businesses and equip them with the essential tools for success."

The Proposed Transaction

As per Evolution Global's announcement on September 15, 2023 (source), both parties anticipate finalizing the Proposed Transaction through a "three-cornered" amalgamation under the Business Corporations Act (Ontario) or a similar transaction structure. This strategic move will culminate in a reverse takeover, transforming Evolution Global into the "Resulting Issuer" with a business focus aligned with Faster's operations. The Proposed Transaction is anticipated to conclude in fall of 2023 and is entirely arm's length.

Upon successful completion, the board composition of Evolution Global will be revised, reflecting directors nominated by Faster and appointed by the Resulting Issuer (the "Resulting Issuer Board"). Furthermore, specific officers of Evolution Global will step down, making way for new appointments in accordance with the reconstituted board.

The realization of the Proposed Transaction is contingent on various conditions, including: (i) execution of the Definitive Agreement; (ii) share capital consolidation,: (iii) rebranding of the Resulting Issuer name to "Faster" and its trading ticker to "CSE:FSTR"; (iv) Private Placement fulfillment; (v) requisite approvals from shareholders, regulatory bodies, and third parties, including the Canadian Securities Exchange ("CSE"), and the listing of the shares of Resulting Issuer ("Resulting Issuer Shares") on the CSE.

Subsequent to the execution of the Definitive Agreement, a follow-up press release will furnish comprehensive insights into the Resulting Issuer and the terms of the Proposed Transaction.

On February 6^th, 2023, Evolution Global was issued a FFCTO (Failure to File Cease Trade Order) by the Ontario and BC securities commissions, as a result, the stock was halted and suspended from trading. Trading of Evolution Global common shares will remain halted pending the CSE's review of the Proposed Transaction and fulfillment of its stipulated conditions.

Bridge Loan from Faster

Faster is pleased to announce a financial agreement in support of Evolution Global. Evolution Global has formalized a promissory note dated September 14, 2023 (the "Note"), solidifying a bridge loan provided by Faster, amounting to $192,950 (the "Principal Amount").

The Note outlines an 8.0% per annum interest rate, computed monthly and set to commence six months from the Note's issuance. The Principal Amount, coupled with all accrued interest, is slated for full repayment on the date that marks 36 months from the Note's initiation, referred to as the "Maturity Date".

In accordance with the Note's stipulations, the Maturity Date may be expedited, compelling repayment within 90 days, should the Letter of Intent (LOI) be terminated prior to the execution of the Definitive Agreement. This provision serves to ensure working capital availability for a timely and committed progression towards meeting the requirements of the Proposed Transaction, reinforcing the mutual dedication of both parties involved.

Equity Financing

Pursuant to the LOI, Faster is set to undertake an arm's length equity financing ranging from CAD$1 million to CAD$2.5 million. The Equity Financing will involve the issuance of subscription receipts ("Subscription Receipts") by Faster, exchangeable into Resulting Issuer Shares concurrent with the Proposed Transaction's closing. Proceeds from the Private Placement will be allocated towards working capital and general corporate purposes.

About Faster

Faster specializes in payment technology allowing businesses to accept electronic forms of payment namely Interac, Mastercard, Visa and American Express with faster settlement times including weekends and holidays. The solutions offered by Faster includes a feature rich payment terminal, a free cloud based mobile business account and a free commercial debit Mastercard linked to [a user's] cloud account for business purchases and expenses. The sign up and onboarding process takes less than 2 minutes.

About Evolution Global Frontier Ventures Corp. (formerly known as Ascension Exploration Inc.)

Evolution Global is a mineral exploration company focused on the acquisition, exploration, and development of gold properties. Based in Vancouver, B.C., Evolution Global holds an option on a Quesnel Terrane property in north central British Columbia.

Forward-Looking Information

This news release contains forward-looking information and statements ("forward-looking statements") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including, without limitation, statements using the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Forward-looking statements include, among other matters, the terms and timing of the Proposed Transaction, the entering into the Definitive Agreement, and on terms mutually acceptable to the parties, the consolidation, Equity Financing and the reconstitution, and composition, of the Resulting Issuer Board, and the completion of the conditions, in particular obtaining CSE and shareholder approval. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties may not proceed with the LOI and the Proposed Transaction; that the ultimate terms of the LOI and the Proposed Transaction will differ from those that are currently contemplated; regulatory and CSE approval, shareholder approval; and that the LOI and the Proposed Transaction will not be successfully completed for any other reason, including but not limited to geopolitical risk, regulatory, and exchange risk. The terms and conditions of the Proposed Transaction may change based on the Company's due diligence. The Company undertakes no obligation to comment on analysis, expectations or statements made by third-parties in respect of the Company, its securities, or financial, or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking statements in this news release are reasonable, such forward-looking statements has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement and are made as of the date hereof. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. We are under no obligation to update or alter any forward-looking statements except as required under applicable securities laws. For the reasons set forth above, undue reliance should not be placed on forward-looking statement.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Contact Information

For further information please visit Faster.ca or contact our team at info@faster.ca.

SOURCE: Faster