AirIQ Inc.
TSX VENTURE : IQ

AirIQ Inc.

December 12, 2013 08:37 ET

AirIQ Announces $485,000 Financing

TORONTO, ONTARIO--(Marketwired - Dec. 12, 2013) - AirIQ Inc. ("AirIQ" or "the Company") (TSX VENTURE:IQ), a supplier of wireless asset management services, today announced that it has signed a non-binding term sheet for a non-brokered $485,000 financing comprised of a $100,000 loan and the issuance of 7,700,000 common shares of the Company for consideration of $385,000.

"Three major customer opportunities are driving the need for working capital to execute on revenue growth. The Company's large rental customer is expanding, a significant taxi application is underway and potential international deployment is being considered. As a result, working capital has been stretched to the limit," said Donald Gibbs, President and Chief Executive Officer of AirIQ. "In the current financing environment, the Company is pleased to be able to secure this financing with the tremendous support of the Company's employees and assistance from the Chairman," continued Mr. Gibbs.

Details of the financing are as follows:

Loan Financing

The Company intends to enter into a term loan agreement for $100,000 (the "Loan") with Mosaic Capital Partners L.P. ("Mosaic"). In consideration of the Loan, the Company has agreed to issue warrants to Mosaic to purchase up to 500,000 common shares of the Company at an exercise price of $0.05 per share. The warrants will expire ten years from the date of issue. The Loan shall accrue interest at the rate of 15% per annum, to be calculated daily 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 eighteen months following the date of advance, which is expected to be on or before December 16, 2013. The Loan will not be convertible into shares of the Company. The Company will pay a placement fee of $5,000 to Mosaic to be deducted from the advance of principal on the Loan. Vernon Lobo, Chairman and a director of the Company, is a managing director of Mosaic. Both the Loan and the issue of the warrants are subject to the approval of the TSX Venture Exchange.

Non-Brokered Private Placement

The Company has also arranged a non-brokered private placement for 7,700,000 common shares at a price of $0.05 per share for total gross proceeds of $385,000 (the "Private Placement"). The closing of the Private Placement is expected to occur on or before December 16, 2013, 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.

About AirIQ

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.

Forward-looking Statements

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.

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