TORONTO, ONTARIO--(Marketwire - Oct. 31, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
AirIQ Inc. (the "Company" or "AirIQ") (TSX VENTURE:IQ), a supplier of wireless location-based services, today announced that it has signed a non-binding term sheet for a $300,000 financing comprised of a $150,000 loan and the issuance of common shares for total consideration of $150,000. In addition, the Company intends to issue a total of an additional 350,000 common shares in satisfaction of $28,000 of accrued directors' fees for annual non-executive Board compensation.
"AirIQ is now entering a growth phase that requires working capital in order to gain momentum", said Don Gibbs, President and Chief Executive Officer of AirIQ. "The confidence shown by our Board of Directors in making this investment is highly appreciated, and evidences their support in the Company's commitment to build revenues and achieve sustained profitability and positive cash flow," continued Mr. Gibbs.
The Company intends to enter into a term loan agreement for an aggregate of $150,000 with Mosaic Capital Partners L.P. ("Mosaic") and Donald Gibbs. Mosaic has agreed to lend $100,000 to the Company and Mr. Gibbs has agreed to lend $50,000. The term loan shall accrue interest at the rate of 15% per annum, to be calculated daily, compounded monthly, and payable monthly in arrears. The loan will be secured by a charge over all of AirIQ's property and will be due and payable in full one year following the date of advance, which is expected to be on or before November 9, 2012, subject to the approval of the TSX Venture Exchange. The loan will not be convertible into shares of the Company. The Company will pay a placement fee of $3,000 to the lenders to be deducted from the advance of principal on the loan. Mr. Gibbs is a director and President and Chief Executive Officer of the Company and Mr. Vernon Lobo, another director of the Company, is managing director of Mosaic.
Non-Brokered Private Placement
The Company has also arranged a non-brokered private placement for 1,875,000 common shares at a price of $0.08 per share for total gross proceeds of $150,000 (the "Private Placement"). The closing of the Private Placement is expected to occur on or before November 9, 2012, subject to the approval of the TSX Venture Exchange. The Company expects that insiders of the Company will subscribe for more than 25% of the Private Placement. All securities issued pursuant to the Private Placement will be subject to a four month hold period from the date of closing, and the proceeds shall be used for general working capital.
There will not be any change of control or the creation of a new control person as a result of the Private Placement.
The common shares to be issued in the Private Placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or any applicable securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements.
Shares for Debt
The Company also intends to satisfy certain indebtedness to members of its Board of Directors through the issuance of common shares.
The Company's non-executive directors have agreed to accept common shares in satisfaction of indebtedness due in connection with annual director compensation in the aggregate amount of $28,000 based on an issue price of $0.08 per common share. A total of 350,000 shares will be issued; 150,000 to Vernon Lobo, and 100,000 to each of Emmanuel Mounouchos and Mathew Wilson, all current directors of the Company. The Company has elected to satisfy the indebtedness with shares in order to preserve its cash for operations.
The share issuance is conditional upon approval by the TSX Venture Exchange. The common shares issued in satisfaction of the indebtedness will be subject to a four month statutory hold period from the date of issuance.
The Private Placement and the shares for debt transaction constitute related party transactions under Canadian Multilateral Instrument 61-101 ("MI 61-101") by virtue of the participation in such transactions of the directors of the Company referenced above, but the transactions are otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities referenced herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Following completion of the Private Placement and the shares for debt issuance, AirIQ will have a total of 18,058,947 common shares issued and outstanding.
AirIQ currently trades on the TSX Venture Exchange under the symbol IQ. AirIQ's office is located in Pickering, Ontario, Canada. The Company offers a suite of asset management services that generate recurring revenues from each device deployed. AirIQ delivers services to two primary markets: Commercial Fleets and dealers that service Consumer segments. AirIQ provides vehicle owners with the ability to monitor, manage and protect their mobile assets. Services include: instant vehicle locating, boundary notification, automated inventory reports, maintenance reminders, security alerts and vehicle disabling and unauthorized movement alerts. For additional information on AirIQ or its products and services, please visit the Company's website at www.airiq.com.
This news release contains forward-looking information based on management's best estimates and the current operating environment. These forward-looking statements are related to, but not limited to, AirIQ's operations, anticipated financial performance, business prospects and strategies. Forward-looking information typically contains statements with words such as "hope", "goal", "anticipate", "believe", "expect", "plan" or similar words suggesting future outcomes. These statements are based upon certain material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking statements, including AirIQ's perception of historical trends, current conditions and expected future developments as well as other factors management believes are appropriate in the circumstances. Such forward-looking statements are as of the date which such statement is made and are subject to a number of known and unknown risks, uncertainties and other factors, which could cause actual results or events to differ materially from future results expressed, anticipated or implied by such forward-looking statements. Such factors include, but are not limited to, changes in market and competition, technological and competitive developments and potential downturns in economic conditions generally. Therefore, actual outcomes may differ materially from those expressed in such forward-looking statements. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Other than as may be required by law, AirIQ disclaims any intention or obligation to update or revise any such forward-looking statements, whether as a result of such information, future events or otherwise.
Neither 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.