Cell-Loc Location Technologies Inc.
TSX VENTURE : LTI

Cell-Loc Location Technologies Inc.

November 04, 2005 10:16 ET

Cell-Loc Location Technologies Announces $3,000,000 Private Placement

CALGARY, ALBERTA--(CCNMatthews - Nov. 4, 2005) -

Not for distribution to U.S. news wire services or dissemination in the United States.

Cell-Loc Location Technologies Inc. (TSX VENTURE:LTI) ("CLTI" or the "Company"), a leading developer of network-based wireless location technology that enables location-based services, today announced it has retained Loewen & Partners Corporate Services Inc. to act as agent (the "Agent") in connection with a private placement offering, on a best efforts basis, of up to 15,000,000 units ("Units") in the capital of the Company for gross proceeds of up to $3,000,000 at a price of $0.20 per Unit (the "Offering").

Each Unit consists of one common share of ("Common Share") and one half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.30 per Common Share, subject to adjustment in certain events, at any time on or before 4:30 p.m. (Calgary time) on the 24 month anniversary of the closing of the Offering, subject to adjustment in certain events. The Company has the option to require exercise of the Warrants in the event that the share price of its Common Share trades at or above $0.75 for any twenty consecutive days.

In consideration for the services rendered, the Agent will be paid a cash fee of up to 7% of the gross proceeds raised in the Offering. In addition, the Agent will be issued options (the "Agent's Options") entitling the Agent to purchase Units equal to 10% of the Units sold by the Company pursuant to the Offering. The Agent's Options will be exercisable at a price of $0.20 per Share of the Company for a period of 24 months after the Closing Date.

Subject to receipt of approval for the Offering from the TSX Venture Exchange, the securities will be offered for sale in the Provinces of Alberta, Saskatchewan, Manitoba and Ontario and such other jurisdictions as the Company may decide, pursuant to certain exemptions from the registration and prospectus requirements of applicable securities laws. The private placement is expected to close on or about November 8, 2005. The Common Shares and Warrants issuable as part of the Units, and the Common Shares issuable on exercise of Warrants, are subject to a 4 month hold period from the date of closing.

Proceeds from this private placement will be used to fund the completion of the wireless location network that the Company is currently deploying in Sao Paulo, Brazil, and for working capital purposes.

About Cell-Loc Location Technologies Inc.

Cell-Loc Location Technologies Inc. (www.cell-loc.com) is the developer of a family of network-based wireless location products that enable location-based services. Located in Calgary, Alberta, Cell-Loc currently develops, markets and supports its patented wireless location technology in North and South America and Asia, with a view to expanding globally. Cell-Loc is listed on the TSX Venture Exchange under the trading symbol: "LTI."

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Forward Looking Statements: This news release contains certain information that may constitute forward-looking statements under applicable securities laws. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Actual results achieved may vary from the results anticipated or implied herein and variations may be material. There is no representation by the Company that actual results achieved will be the same in whole or in part as those implied in any forward looking statements.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

TSX Venture Exchange has neither approved nor disapproved of the contents of this news release.

Contact Information

  • Cell-Loc Location Technologies Inc.
    Dave Guebert
    Vice President, Finance and CFO
    (403) 569-5796
    Website: www.cell-loc.com