SOURCE: HTN Inc.

HTN Inc.

March 12, 2015 10:29 ET

HTN Inc. Receives Conditional TSX-V Acceptance of Proposed Change of Business Transaction and Files Filing Statement

TORONTO, ON--(Marketwired - March 12, 2015) - HTN Inc. (TSX VENTURE: HET.H) ("HTN" or the "Company") is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the "TSX-V") for its proposed Change of Business transaction (the "Proposed Transaction") with Double Door Communications Inc. ("Double Door"), as described in detailed press releases of January 15, 2015 and December 15, 2014.

Share Exchange Agreement

HTN, Double Door and the Double Door shareholders have executed a definitive share exchange agreement dated March 6, 2015, for the Proposed Transaction.

Filing Statement

HTN has filed and made available on www.sedar.com a filing statement dated March 6, 2015, which was prepared in accordance with the policies of the TSX-V and provides information regarding HTN, Double Door and the Proposed Transaction.

Shareholder Approval

HTN shareholders will be approving the Proposed Transaction prior to its closing which will be obtained by the written consent of the majority shareholders of HTN following their receipt of the Filing Statement.

Private Placement

Completion of the Proposed Transaction is subject to HTN completing a convertible debenture financing described in the Filing Statement. The minimum amount to be raised under the financing is $500,000.

The financing will be comprised of the issuance of convertible debentures of HTN (the "Convertible Debentures") which will have a maturity date of two (2) years from the date of issuance and pay interest at the rate of 12% per year, calculated and payable quarterly in arrears. All amounts owing under the Convertible Debentures will be secured by a fixed and floating charge against the assets of the Company.

The principal amount of the Convertible Debentures is convertible into units (the "Units") of HTN at a conversion price of $0.05 per Unit for the first 12 months, and thereafter at a price of $0.10 per Unit until maturity, with each Unit comprised of one (1) Common Share of HTN and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant will be convertible into a Common Share of the Company at an exercise price of $0.075 per share for a period of three (3) years from the date of issuance of the Convertible Debentures.

The Company will pay a fee to any qualified agent who introduces investors, comprised of 10% cash and 10% finders warrants. Each finder warrant is exercisable into a unit of the Company for a period of two (2) years from closing at an exercise price of $0.05 per unit, each unit being comprised of one Common Share of the Company and one warrant, such warrant being exercisable into a Common Share of the Company for a period of two (2) years from closing at an exercise price of $0.05 per share.

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. 

COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS INCLUDING EXCHANGE ACCEPTANCE. THERE CAN BE NO ASSURANCE THAT THE TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL. INVESTORS ARE CAUTIONED THAT ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE TRANSACTION MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON. TRADING IN THE SECURITIES OF HTN INC. SHOULD BE CONSIDERED HIGHLY SPECULATIVE.

THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.

Forward Looking Statements

Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements or information appear in a number of places and can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" 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 statements and information include statements regarding the Transaction, expected revenues of the Target and mobile strategy of the Target. Such forward-looking statements and information are subject to risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. There can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of the Company. We undertake no obligation to reissue or update any forward-looking statements or information except as required by law. All forward-looking statements and information herein are qualified by this cautionary statement.

Contact Information

  • For further information contact:
    HTN Inc.
    Michael Kraft
    President & CEO
    Tel: 416.927.7003
    Fax: 416.927.1222 
    Email: mkraft@buckinghamgrp.com