Overview of Transaction

• On July 14, 2015, Softgate Systems ("Softgate") announced its sale to TIO Networks (TSX – V:TNC) ("TIO")
• Softgate provides an open electronic exchange connecting product and service providers to cash-preferred customers
• The Company has grown to operate one of the largest networks of independent retail-based payment centers in the US
• TIO will pay up to USD$5 million cash to Softgate, issue a promissory note of USD$5 million to Softgate Shareholders, assume approximately $2.5 mm of Softgate debt and issue Softgate Shareholders a total of 25 million TIO shares (1)
• In addition, TIO has agreed to appoint Joe Allegra from Edison Partners and Steve Piaker from Napier Park Global Capital to its board upon the closing of the transaction

Significance of Transaction

• The transaction is transformational and positions TIO as the largest North American provider of walk-in bill payment services
• TIO will have a national platform to provide extensive non-bank financial services to the unbanked and under-banked population
• Transaction expected to add USD$37 million in incremental revenue and USD$5 million in incremental EBITDA to TIO's business

FT Partners' Role

• FT Partners served as exclusive strategic and financial advisor to Softgate and its Board of Directors
• FT Partners leveraged its deep knowledge, extensive experience and broad industry relationships to help achieve a highly favorable outcome for stakeholders
• Transaction demonstrates FT Partners' continued success advising top-tier financial technology companies