Apivio Systems Inc.

TSX VENTURE : APV


September 02, 2014 08:00 ET

Apivio Announces Amended Brokered Private Placement Terms

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 2, 2014) -

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

Apivio Systems Inc. (TSX VENTURE:APV) (formerly Moimstone Corporation) (TSX VENTURE:APV) ("Apivio" or the "Company") announces that it has revised the terms of the private placement financing it previously announced by news release on June 30, 2014.

Under the revised terms of the private placement financing, PI Financial Corp. (the "Agent") will act as Agent on a "commercially reasonable efforts" basis to sell, on a private placement basis, up to 5,714,286 units ("Units"), at a price of $0.35 per Unit, for aggregate gross proceeds to Apivio of up to $2,000,000 (the "Private Placement").

Each Unit will consist of one common share and one transferable common share purchase warrant (a "Warrant") with each Warrant exercisable by the holder into one common share of the Company at a price of $0.55 per share for a period of 24 months from the closing date. If the volume weighted average price of the Company's common shares on the TSX Venture Exchange (the "TSX-V") is equal to or above $0.85 on each day for a period of 20 consecutive trading days then the Company may accelerate the expiry date of the Warrants to the date that is 30 days following the date on which the Company sends notice to all the Warrant holders of the new expiry date. The Company has also granted the Agent an option to cover over-allotments (the "Over-Allotment Option") which will allow the Agent to offer up to 857,143 additional Units. The Over-Allotment Option may be exercised in whole or in part, at any time prior to the closing date of the Private Placement.

The Private Placement is conditional upon the Company receiving the conditional approval of the TSX-V to list the common shares underlying the Units, the Warrants and the Compensation Options on the TSX-V. Listing will be subject to satisfying all of the requirements of the TSX-V. All securities issued pursuant to this Private Placement will be subject to a four month and one day hold period in accordance with applicable securities laws. The closing date for the Private Placement is scheduled to occur on or about September 15, 2014, or such other date as agreed to by the Company and the Agent. The net proceeds from the Private Placement will be used for working capital and general corporate purposes.

In return for acting as the Company's agent in the Private Placement, the Agent will be entitled to compensation in the following form: (a) an 8% commission on the gross proceeds (including any proceeds pursuant to the Over-Allotment Option) of the Private Placement, payable in cash; and (b) 8% compensation option coverage on the gross proceeds (including any proceeds pursuant to the Over-Allotment Option) of the Private Placement (the "Compensation Options"). Each Compensation Option will be exercisable for one common share of the Company for a period of two years following the closing date. The Compensation Options will have an exercise price equal to the lower of $0.35 (the price per Unit) and the lowest price permitted by the TSX-V.

The Private Placement will be exempt from prospectus and registration requirements of applicable securities laws. This news release shall not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States or to "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S Securities Act ("U.S. Persons") except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States or to U.S. Persons.

About Apivio Systems

Apivio Systems Inc. (formerly Moimstone Corporation) is a Canadian technology company principally engaged in the design, development, marketing, and sale of communications equipment and software. It has a wholly-owned Korean subsidiary with a nine year history of supplying VoIP telephone equipment and other products to major Korean and international telecommunications carriers. For more information regarding the Company, please refer to its respective public filings available at www.sedar.com.

This press release has been prepared by Apivio Systems Inc. (formerly Moimstone Corporation). Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, the completion of the Private Placement, the conditional approval of the TSX-V, anticipated revenue, conditions or financial performance that is based on assumptions about future economic conditions and courses of action or otherwise. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as "plans", "expects" or "does not expect", "is expected", budget", "scheduled", "suggest", "optimize", "estimates", "forecasts", "intends", "anticipates", "potential" or "does not anticipate", believes", "anomalous" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Although Apivio has attempted to identify important factors that could affect Apivio and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Apivio does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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