Times Three Wireless Inc.

TSX VENTURE : TTW


Times Three Wireless Inc.

October 31, 2012 18:31 ET

Times Three Wireless Announces Closing of Non-Brokered Private Placement and Related Matters

Company announces completion of private placement of 28 million common shares for total proceeds of $1,400,000

CALGARY, ALBERTA--(Marketwire - Oct. 31, 2012) - Times Three Wireless Inc. (TSX VENTURE:TTW) ("Times Three" or "the Company") today announced that it has closed its previously announced non-brokered private placement. Pursuant to the private placement, 28,000,000 common shares of the Corporation were issued at an issue price of $0.05 per common share for aggregate gross proceeds of $1,400,000 to the Corporation. As part of the private placement, an aggregate of 50,000 common shares at an issue price of $0.05 per share were issued to an arm's length third party as compensation for services provided by such individual in connection with the private placement

The majority of the net proceeds of the private placement will be used towards funding the costs of the expansion and development of the Company's technology and patent licensing programs, in particular: (i) the increased general and administrative costs relating to retaining the additional professional staff required to manage these programs, (ii) the costs of engaging technical experts and patent counsel to assist with the assessment of the Company's patents and technology, and (iii) patent filing, prosecution and maintenance expenses. A portion of the proceeds (approximately $400,000) will be used to reduce amounts owing under a debenture of the Company held by a third party and to retire current liabilities of the Company.

Times Three has also completed the issuance of 7,000,000 common shares at a deemed issue price of $0.05 per share to Mr. Dave Guebert, the Company's Vice-President, Finance and Chief Financial Officer and 5,000,000 common shares at a deemed issue price of $0.05 per share to Location Systems Solutions Inc. ("LSSI") a company controlled by Mr. Keith Bohn, the Company's Chief Operating Officer and a director of the Company, in each case pursuant to the terms of the previously disclosed settlement agreements entered into between the Company and each of Mr. Guebert and LSSI.

All of the securities issued pursuant to the Offering are subject to a four (4) month hold period. As a result of the foregoing transactions, the Company now has a total of 75,968,256 common shares issued and outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. 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 use of proceeds from the private placement. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.

With respect to forward-looking statements contained in this news release, Times Three has made assumptions regarding, among other things, its ability to deploy the net proceeds of the private placement in the manner described herein. 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, the following: that the Company may not successfully negotiate licensing agreements related to its intellectual property; the general economic conditions in Canada, U.S. and globally; 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.

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

    Times Three Wireless Inc.
    David Guebert
    CFO
    403.569.5700