Internet of Things Inc.
TSX VENTURE : ITT

Internet of Things Inc.

May 14, 2015 09:29 ET

Internet of Things Inc Closes Change of Business Transaction and Private Placement Financing

TORONTO, CANADA--(Marketwired - May 14, 2015) - Internet of Things Inc. (TSX VENTURE:ITT) ("IoT Inc." or the "Company"), formerly HTN Inc., is pleased to announce that it has received approval to transfer its listing from the NEX to the TSX Venture Exchange (the "TSX-V") following the closing of the Change of Business Transaction ("COB") (as defined in TSX-V Policy 5.2) between the Company and Double Door Communications Inc. ("Double Door"). In conjunction with the COB, the Company raised a total of $525,000 in a private placement financing and will be listed as a Tier 2 issuer on the TSX-V.

Transaction Details

The COB involved the acquisition of all of the issued and outstanding common shares of Double Door by IoT Inc. As consideration, the Company issued an aggregate of 15,000,000 common shares of IoT Inc. to the former shareholders of Double Door, of which 5,000,000 common shares are subject to a performance escrow agreement between the vendors and the Company.

Concurrently with the closing of the COB, the Company completed a private placement financing of $525,000 of convertible debentures (the "Convertible Debentures"). The Convertible Debentures 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 are secured by a fixed and floating charge against the assets of IoT Inc.

The principal amount of the Convertible Debentures is convertible into units (the "Units") of IoT Inc. 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 IoT Inc. and one (1) common share purchase warrant (a "Warrant"). Each Warrant will be convertible into a common share of IoT Inc. 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.

In connection with the Convertible Debenture financing, the Company paid cash finder fees of $500 and issued 20,000 finder warrants which are convertible into units for a period of two years at an exercise price of $0.05 per unit, with each unit comprised of one common share and one warrant, each warrant convertible into a common share for a period of two years at an exercise price of $0.075 per share. The Company has an aggregate of 156,077,557 common shares outstanding post-closing the COB.

Effective at today's opening, the common shares of IoT Inc. will commence trading on the TSX Venture Exchange, under the trading symbol "ITT" following the issuance of the final TSX-V Bulletin in respect of the COB.

Related Changes in Corporate Structure

Concurrent with the closing of the COB, Double Door is now a wholly-owned subsidiary of IoT Inc. The Company continued under the Business Corporations Act (Ontario) ("OBCA") and changed its name to Internet of Things Inc. Upon the continuance becoming effective, the Articles of Continuance of the Company under the OBCA replaced the Articles of the Company under Alberta legislation, which among other things implemented By-law No. 1 as the general by-law of the Company. Further details can be found in the management information circular for the Company's shareholder meeting held on January 13, 2015, which is filed under the IoT's profile at www.sedar.com.

Business Overview

The Company is an emerging technology company in the IoT space. The digital interconnection of billions of devices around the world presents one of today's most dynamic business opportunities, incorporating industry trends such as social and mobile communications, data analytics, cloud computing and beyond, enabling early-adopters limitless versatility. IoT Inc. is focused on bridging that gap by leveraging management's extensive background in information technology and ability to develop and commercialize early-stage technology applications.

The Company will operate three divisions: accelerating technology start-ups; consulting services; and mergers and acquisitions.

Technology Accelerator

IoT Inc. maintains a solution delivery model and technical expertise that will help start-ups and small to mid-size companies rapidly expand their capabilities and bring their products and solutions to market faster. Utilizing a unique methodology and development platform, IoT Inc. will assist clients to scale faster and concentrate on their core objectives.
Consulting Services

IoT Inc. will provide software development and testing capacity for immediate and long-term projects, and will pursue clients including small to medium-sized companies, technology start-up firms and organizations with enterprise software development and testing needs.

The Double Door personnel will be integrated into the Company's consulting services division. In addition, IoT Inc. will be able to leverage a software development centre in India through the Double Door acquisition, providing excess to on-demand capacity through a talent pool of more than 100 software engineers.

Mergers & Acquisitions

IoT Inc. is actively pursuing consumer IoT enterprise solutions and is in advanced discussions with prospective joint venture and licensing opportunities.

Management & Board

IoT Inc's officers are Michael Frank, President & CEO; Khurram Qureshi, Chief Financial Officer; and Manish Dixit, Chief Operating Officer. The Company's board of directors is comprised of Michael Frank, Richard Zhou and Millard Roth.

About Internet of Things Inc. (TSX VENTURE:ITT)

Internet of Things Inc. (www.IoTIntl.com) is an IoT technology accelerator and industry acquisition company focused on emerging integrated technologies and solutions. The Company operates three divisions: accelerating technology start-ups; consulting services; and mergers and acquisitions. Internet of Things Inc. will help clients across a wide range of industries leverage the power of IoT, including telecommunications, utilities, healthcare, agriculture, and transportation service providers. The Company maintains offices in Toronto, Canada and Kolkata, India.

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. 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.

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