VersaPay Enters Definitive Agreement for Sale of Merchant Services Portfolio

TORONTO, Nov. 29, 2016 /CNW/ - VersaPay Corporation (TSXV: VPY) ("VersaPay" or the "Company"), is pleased to announce that it has entered into a definitive asset purchase agreement (the "Agreement") with BluePay Canada, LLC, a wholly owned subsidiary of BluePay Processing LLC ("BluePay") for the sale of all of the assets of its Merchant Services portfolio (the "Transaction").

Under the terms of the Agreement, VersaPay will sell, free of any encumbrances, all of the assets that comprise VersaPay's Merchant Services portfolio for cash consideration of C$10,000,000 payable on closing of the Transaction. On closing of the Transaction, $500,000 will be paid into an escrow account and held in escrow for a period of 12 months. An additional C$1,000,000 will be payable to VersaPay 12 months following closing of the Transaction, conditional upon achievement of 5% growth in VersaPay's Merchant Services portfolio over such 12-month period.

With VersaPay's primary focus on growing its business around ARC™, its cloud-based accounts receivable solution, the Company's Merchant Services business is no longer core to the Company's growth strategy. The sale of the portfolio allows the Company to focus on its core business, while providing additional growth capital.  The proceeds from the Transaction will be deployed to accelerate expansion of the Company's software as a service business through increased investments in sales and marketing, the commercialization of partnerships, and R&D.

"This is an exciting time for VersaPay as we take this decisive step in becoming a pure play cloud-based software company," commented Craig O'Neill, Chief Executive Officer of VersaPay. "The combination of the progress we've made in our software business and this offer from BluePay that fairly reflects the value of the Merchant Services portfolio makes the timing right to make this pivotal move.  In the past year, the number of sellers and buyers and their related transaction volume on the ARC™ platform has almost tripled, and more recently we've launched key channel partnerships that give us much greater market reach. The Transaction gives us the focus and the funding required to fully leverage these channel partnerships and develop new ones, as well as expand our direct sales efforts as we pursue the extensive market opportunity for A/R automation."

VersaPay's board of directors has determined that the Transaction is in the best interest of the Company and its shareholders and unanimously recommends that VersaPay shareholders vote in favour of the Transaction.

Management will discuss the Transaction at the Company's upcoming conference call on Wednesday, November 30, 2016 at 9:00 AM Eastern Time hosted by Craig O'Neill, Chief Executive Officer, and Harp Gahunia, Chief Financial Officer.

Shareholder Approval

The Transaction will require the approval of 66 2/3 percent of votes cast by shareholders of the Company at a special shareholders meeting (the "Special Meeting"). The Special Meeting will be held at the offices of Cassels Brock & Blackwell LLP on January 10, 2017 at 10:00 a.m. (Eastern time).

In addition to shareholder approval, the Transaction is subject to applicable regulatory approvals including TSX Venture Exchange ("TSXV") approval and the satisfaction of certain other customary closing conditions customary in transactions of this nature.

Further information regarding the Special Meeting and the Transaction will be included in the Company's management information circular (the "Circular") which is expected to be mailed to shareholders in December 2016 and can be found in the Agreement which will be filed under the Company's profile on SEDAR at www.sedar.com.

Assuming shareholder approval and that all other conditions to the Agreement are satisfied or waived, the Transaction is expected to close on or about January 11, 2017.

Advisors and Counsel

Preston Todd Advisors are acting as financial advisor to VersaPay with Cassels Brock & Blackwell LLP acting as its legal counsel.

About VersaPay

VersaPay is a leading cloud-based invoice presentment and payment provider for businesses of all sizes. VersaPay's ARC software-as-a-service offering allows businesses to easily deliver customized electronic invoices to their customers, to accept credit card and EFT payments and automatically reconcile payments to their ERP and accounting software. VersaPay is headquartered in Toronto, Canada and also has operations in Montreal.

More information about VersaPay can be found on the Company's website at www.versapay.com or under the Company's profile on SEDAR at www.sedar.com.

Forward Looking and Other Cautionary Statements

This news release contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Such forward-looking information includes, among other things, information regarding: expectations regarding whether the proposed Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction; expectations for the effects of the Transaction or the ability of the Company to successfully achieve its business objectives; and expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflects management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approval and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the Transaction on the business of the Company; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; and changes in general economic, business and political conditions, including changes in the financial markets. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including VersaPay's annual information form, financial statements and related MD&A for the financial year ended December 31, 2015 and its interim financial reports and related MD&A for the period ended June 30, 2016 filed with the securities regulatory authorities in certain provinces of Canada and available under the Company's profile on SEDAR at www.sedar.com.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE VersaPay Corporation

John McLeod, Vice President, Marketing, VersaPay Corporation, 647-258-9406, [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, [email protected]