Times Three Wireless Inc.

TSX VENTURE : TTW


Times Three Wireless Inc.

December 31, 2012 17:07 ET

Times Three Wireless Announces Closing of Private Placement Financings

CALGARY, ALBERTA--(Marketwire - Dec. 31, 2012) -

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") is pleased to announce it has completed the closing of it's previously announced brokered private placement financing (the "Brokered Financing"). Pursuant to the Brokered Financing, the Company issued an aggregate of 8,496,000 units ("Units") at an issue price of $0.09 per Unit for aggregate gross proceeds of $764,640. Each Unit is comprised of one common share in the capital of the Company ("Common Share") and one warrant ("Warrant"), each Warrant entitling the holder thereof to acquire one Common Share at any time on or before 24 months from the date of issuance at an exercise price of $0.13 per Common Share. Paradigm Capital Inc. (the "Agent") acted as sole agent in respect of the Brokered Financing.

As consideration for its services pursuant to the Brokered Financing, the Agent received a cash commission equal to 7% of the total proceeds of the Brokered Financing and 679,680 non-transferable broker warrants ("Broker Warrants"). Each Broker Warrant entitles the Agent to acquire, at any time on or before 24 months from the date of issuance, one Unit at an exercise price of $0.10 per Unit.

Additionally, the Company has closed a non-brokered private placement (the "Non-Brokered Financing") of 7,517,889 Units at an issue price of $0.09 per Unit for aggregate gross proceeds of $676,610. The combined total aggregate gross proceeds of the Brokered and Non-Brokered Financings are therefore $1,441,250.

The Common Shares and Warrants issuable as part of the Units and upon exercise of the Broker Warrants and the Common Shares issuable on exercise of the Warrants, are subject to a 4 month hold period from the date of closing.

The net proceeds raised under the Brokered and Non-Brokered Financings will be used for the ongoing evaluation and development of the Company's existing patent portfolio and potential patent acquisition opportunities, to investigate and pursue potential strategic partnerships and for general corporate purposes.

"We are very pleased to have been able to complete two financings for total gross proceeds of just under $3M in less than 3 months", said William Middleton, CEO of Times Three, "We will now continue to develop and implement our technology and IP licensing programs".

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 timing of closing and use of proceeds of the proposed private placement financing. With respect to forward-looking statements contained in this news release, Times Three has made assumptions regarding, among other things, the use of proceeds of the financings. 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 Company may decide it is in the best interests of the Company to deploy the proceeds raised pursuant to the financings in an alternative manner as well as 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