Times Three Wireless Inc.
TSX VENTURE : TTW

Times Three Wireless Inc.

September 03, 2013 08:00 ET

Times Three Wireless Announces Acquisition of Several Patents from Rockstar Consortium

CALGARY, ALBERTA--(Marketwired - Sept. 3, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Times Three Wireless Inc. (TSX VENTURE:TTW) ("Times Three" or the "Company") announced today that it has entered into a letter of intent to purchase patents from Rockstar Consortium ("Rockstar"), a business owning more than 4,000 patents developed by technology pioneer Nortel Networks and acquired by Rockstar in 2011.

Times Three's proposed acquisition comprises 2 patents issued in the USA that relate to LCD and LED television display technology.

The letter of intent requires the Company to enter into a definitive purchase agreement which, on the closing of the transaction, will result in the issuance to Rockstar of up to $1.1 million in common shares priced at $0.11 per share (up to 10,000,000 common shares) and to pay to Rockstar a percentage share of net licensing proceeds generated by Times Three during the life of the subject patent portfolio. The Company will also make a cash payment to Rockstar upon the successful completion of the transaction. The remaining terms of the letter of intent are confidential.

The obligation of the Company to close the acquisition is subject to, among other things, its satisfactory completion of further due diligence over a 30 day period as well as the receipt of all regulatory and third party approvals, including the approval of the TSX Venture Exchange.

"We are very pleased to enter into this agreement with Rockstar to purchase this valuable two-patent portfolio which relates to the large USA television market and we look forward to the further development of this important strategic relationship in the future," said William Middleton, Times Three's CEO.

About Times Three

Times Three, originally founded in 1995 as Cell-Loc Inc., is a technology innovation and licensing company based in Calgary with offices in Toronto, Austin and Dallas. It has a long history of innovation and successful product development in wireless location technologies and continues to build and license its portfolio of important patents and intellectual property. The Company's current portfolio now consists of over 26 issued and pending patents in the USA and Japan.

The Company's proprietary narrow band location and telemetry technology has been successfully implemented in a 1500 square kilometer wireless network in São Paulo, Brazil.

About Rockstar Consortium

Rockstar Consortium was launched in 2011 as an intellectual property (IP) licensing company. Based on Nortel Networks' groundbreaking innovation engine, Rockstar manages a highly valued patent portfolio relevant to virtually all telecom and high tech services and devices. Rockstar is deeply committed to advancing innovation worldwide through its patent licensing program. To learn more about Rockstar please visit www.ip-rockstar.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this news release contains, without limitation, forward-looking statements pertaining to the acquisition of the subject patent portfolio, the anticipated consideration for the acquisition, the payment of an ongoing percentage of the net licensing revenues derived from the patent portfolio, the conditions to the acquisition, including the due diligence period and the anticipated benefits and opportunities available to the Company as a result of the acquisition of the patent portfolio. With respect to forward-looking statements contained in this news release, Times Three has made assumptions regarding, among other things, the acquisition agreement referred to herein will not be amended or terminated prior to closing, the parties will be able to satisfy all conditions to closing, that all third party and regulatory approvals for the acquisition will be provided in a timely manner, the proposed patent portfolio is in good standing and not subject to other claims, pending, threatened or known, and will be verified in the Company's due diligence process.

Although Times Three believes that the expectations reflected in the forward looking statements contained in this news release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Times Three's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, that the patent portfolio will not be verified by the Company's due diligence, that the seller will not be able to convey unencumbered title to the patent portfolio to the Company, that Time's Three will not receive all regulatory and third party approvals and the funding required for the acquisition in a timely manner, or at all, that the acquisition agreement will be amended or terminated and the other factors described in Times Three's public filings available in Canada at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking statements contained in this news release speak only as of the date of this news release. Except as expressly required by applicable securities laws, Times Three does not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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.

Contact Information

  • Times Three Wireless Inc.
    William Middleton
    CEO
    613.897.3894