AirIQ Inc.

AirIQ Inc.

May 31, 2011 16:30 ET

AirIQ Announces Closing of Private Placement

TORONTO, ONTARIO--(Marketwire - May 31, 2011) -


AirIQ Inc. ("AirIQ" or "the Company") (TSX VENTURE:IQ), a supplier of wireless location-based services, is pleased to announce the closing of the previously announced non-brokered private placement for 2,772,886 common shares of the Company at a price of $0.15 per share, for total consideration of $415,933 (the "Private Placement").

Certain officers, directors and insiders of the Company purchased an aggregate of 2,493,333 common shares under the offering, representing approximately 89.9% of the total number of common shares issued under the Private Placement. Following completion of the offering, these parties will have beneficial ownership of, or control or direction over, an aggregate of 5,263,512 common shares of the Company, which represents 33.2% of the total number of outstanding shares of the Company post-offering.

By virtue of the participation of these parties in the offering, the offering constitutes a related party transaction under Canadian Multilateral Instrument 61-101 ("MI 61-101") but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101. These parties entered into substantially the same form of subscription agreement, and agreed to the same terms and conditions, as each other subscriber under the offering.

Following completion of the Private Placement, Emmanuel Mounouchos, a director of the Company, owns 11.1% of the issued and outstanding common shares of the Company and Pinetree Income Partnership owns 12.4% of the issued and outstanding common shares of the Company. Each of these parties has filed, or will file, a report under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Pursuant to applicable Canadian securities laws, the securities issued under the Private Placement will be subject to a four-month hold period from the date of closing of the Private Placement. No fees or commissions were paid in connection with the Private Placement.

The Private Placement remains subject to the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities in the United States. Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended, and applicable state securities laws, or an available 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 location based 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

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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