Apivio Systems Inc.
TSX VENTURE : APV

March 02, 2015 19:03 ET

Apivio Upsizes Previously Announced Bought Deal Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 2, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Apivio Systems Inc. (TSX VENTURE:APV) (formerly Moimstone Corporation) ("Apivio" or the "Company") is pleased to announce that due to overwhelming demand, it has increased the size of its private placement previously announced on March 2, 2015 and that the entirety of the private placement will now be on a bought deal basis. Apivio has amended its engagement letter with PI Financial Corp. (the "Underwriter") pursuant to which the Underwriter has now agreed to purchase, on a bought deal basis, 9,428,571 units of the Company (the "Units") at a price of $0.35 per Unit (the "Private Placement"). The gross proceeds to the Company will be $3,300,000.

Each Unit consists of one common share and one non-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, subject to an accelerated expiry in certain circumstances.

The Company will pay the Underwriter a fee equal to: (i) 8% of the gross proceeds of the Private Placement, payable in cash or, at the Underwriter's option, partially in Units; and (ii) 8% of the total number of Units sold under the Private Placement in compensation options (the "Compensation Options"). Each Compensation Option will entitle the Underwriter to acquire one common share of the Company at a price equal to the lower of $0.35 or the lowest price permissible by the TSX Venture Exchange for a period of 24 months from the closing of the Private Placement.

The proceeds raised under the Private Placement will be used for general working capital and corporate purposes. The Private Placement is expected to close on or about March 24, 2015 and is subject to the Company receiving all necessary regulatory approvals. Securities issued under the Private Placement will be subject to a four month hold period which will expire four months plus one day from the closing date of the Private Placement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities to, or for the account or benefit of, persons in the United States or "U.S. persons" ("U.S. Persons"), as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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. 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.

Contact Information