AirIQ Inc.

TSX VENTURE : IQ


AirIQ Inc.

June 12, 2013 16:40 ET

AirIQ Announces Shares for Debt Transaction

TORONTO, ONTARIO--(Marketwired - June 12, 2013) - AirIQ Inc. (the "Company" or "AirIQ") (TSX VENTURE:IQ), a supplier of wireless location-based services, today announced that it has reached an agreement whereby the Company will issue 3,300,0000 common shares at a price of $0.05 per share to settle outstanding debts in the aggregate amount of $165,000.

The Company's lenders, Mosaic Capital Partners LP ("Mosaic") and 2204671 Ontario Ltd. ("2204671"), have agreed to accept common shares in satisfaction of the principal amount due on the Company's outstanding promissory notes in the aggregate principal amount of $150,000. In addition, 2204671 has also agreed to accept shares in settlement a portion of trade payables owing by the Company over the last six months in the amount of $15,000.

A total of 3,300,000 shares will be issued; 2,000,000 to Mosaic, and 1,300,000 to 2204671. The Company has elected to satisfy the indebtedness with shares in order to preserve its cash for operations.

Mosaic is a shareholder of the Company and Vernon Lobo, a director and Chairman of AirIQ, is a managing director of Mosaic. 2204671 is a personal holding company of Donald Gibbs, a director, President and Chief Executive Officer of the Company. During the Company's approval of the transaction, Messrs. Lobo and Gibbs each declared their conflict on the matter and abstained from voting in respect of their interest.

The shares-for-debt transaction is to non-arm's length parties and 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 issuance of shares will not result in a new control person being created.

Following completion of the shares for debt issuance, AirIQ will have a total of 21,358,947 common shares issued and outstanding.

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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