Times Three Wireless Inc.
TSX VENTURE : TTW

Times Three Wireless Inc.

October 17, 2012 17:38 ET

Times Three Wireless Announces New IP and Patent Licensing Program and Hiring of Senior Licensing Executive as CEO

Company hires William R. Middleton, former Senior Vice-President and General Counsel of WiLAN Inc., as President & CEO

Company also announces non-brokered private placement of common shares for total proceeds of up to $1,400,000 and enters into settlement agreements with insiders respecting certain liabilities

CALGARY, ALBERTA--(Marketwire - Oct. 17, 2012) - Times Three Wireless Inc. (TSX VENTURE:TTW) ("Times Three" or the "Company") is pleased to announce that it has launched a bold initiative to realize significant value and revenue from its technology operations and patent assets. The Company will build upon its existing wireless networking and technology licensing businesses by developing a high-margin patent licensing program utilizing its fundamental wireless location patents, new patents it will apply for based on its numerous other inventions and anticipated future patent acquisitions. This strategy demonstrates the ongoing determination of Times Three to unlock the value of its long-standing investments in innovation by generating substantial new future income.

The Company is also pleased to announce that Mr. William (Bill) Middleton has accepted the position of President, Chief Executive Officer and Chief Legal Officer of Times Three, and has joined the Company's board of directors, effective immediately. The Company's former CEO, Mr. Keith Bohn, has assumed the role of Chief Operating Officer of the Company, focusing his efforts on managing the Company's wireless networking and telemetry businesses. Mr. Bohn and Mr. Middleton, together with the entire Times Three team, will immediately commence a strategic review of the networking and telemetry businesses, aimed at building increased value for these important operations.

About Mr. Middleton

Mr. Middleton was formerly a senior officer at WiLAN Inc. - a leading public Canadian technology innovation and licensing company - joining in 2006 as Vice-President, Licensing & General Counsel and was later appointed as a Senior Vice-President. Mr. Middleton has continued to act as a consultant to WiLAN since departing in August 2011 and has been actively leading other patent licensing programs for his USA clients. He was also a past General Counsel of MOSAID Technologies Inc., another successful Canadian technology and licensing company. Mr. Middleton has extensive experience practicing litigation and technology law in two major national Canadian law firms.

"We are delighted that Bill Middleton is joining Times Three Wireless. We believe he is the ideal candidate for the CEO position - to lead the enhancement and development of the Company's IP business and to enhance the value of our ongoing networking and telemetry businesses" said James Colvin, Chairman of the Board of Times Three. "In particular, Bill has the experience and track record to understand the value of our intellectual property. Given his many dealings with large multinational companies and his proven ability to negotiate strong licensing agreements, we believe Bill is the perfect person to lead our Company, and to further develop and commercialize Times Three's patent portfolio, intellectual property and ongoing technology operations."

As Senior Vice President and a key member of WiLAN's senior management team, Mr. Middleton helped lead the creation and development of WiLAN's highly successful and profitable licensing programs from their inception in 2006 after the divestiture of its products businesses. Mr. Middleton played an integral role in helping WiLAN become an intellectual property powerhouse as it licensed its patent portfolio to many of the world's best-known electronics companies during his tenure. Mr. Middleton also oversaw its patent administration group and was responsible for managing all legal affairs, including its large, complex patent litigation cases.

"I am very excited to be joining Times Three as it moves forward to realize significant value from its technology operations and patent assets" said Mr. Middleton. "I have long been aware of the potential and importance of the Times Three patent portfolio. Times Three currently holds important patents concerning narrow band location and telemetry technology which we believe are related to many applications and devices, including smartphones and other consumer electronic products. Given my background, it is especially intriguing to me that Times Three and WiLAN had common founders, one of whom is a listed inventor on Times Three's patents as well as on some of WiLAN's original patents. Working with the Times Three team, I plan to profitably manage Times Three's existing networking and telemetry businesses, and to launch a results-oriented hands-on campaign to ensure that Times Three shareholders receive fair value for the Company's investment in its intellectual property."

Mr. Middleton is currently a member of the Licensing Executives Society, the American Intellectual Property Law Association, the Intellectual Property Owners Association and of the Law Society of Upper Canada.

Times Three's Technology

Times Three's proprietary narrow band location and telemetry technology has the following attributes:

  • sensitive receivers with high signal processing gain provides high RF link budgets.
  • excellent interference and jamming rejection techniques allowing secure and robust operation.
  • operating in the 2.4GHz ISM band, allowing for no spectrum license fees, the ability to operate in all territories and for fast network deployment.
  • provides accurate network based location including significant indoor coverage.
  • network concurrently provides location and low data rate telemetry.
  • network supports interfaces for integration with external systems.
  • beacons support local area wireless sensor network.

The stability of the Company's proprietary technology is an important advantage over competing technologies. A wireless network successfully employing the technology now spans a 1,500 square kilometer area in Sao Paolo, Brazil, a city of 18 million people.

Times Three has continued the development of its telemetry application in conjunction with pilot projects currently being conducted with one of the largest utilities in Brazil. The Company is currently expanding the development of its proprietary technology for market specific wireless sensor networks designed for deployment into medium bit rate, medium range, medium capacity applications such as remote data collection systems and seismic data acquisition.

The Company plans to retain its Calgary head office, where its engineering team will continue its efforts to build upon the success of its wireless networking operation, to develop its telemetry applications and to contribute to the IP operations. The Company expects to open an office in Ottawa, Ontario, to build on Mr. Middleton's existing contacts in that region, and may later open additional offices in Austin and Dallas, Texas to capitalize on several business opportunities that have been under development by Mr. Middleton for the past 13 months.

Private Placement

Times Three is also pleased to announce that it has commenced a non-brokered private placement for up to $1.4 million (the "Private Placement") in which the Company will issue up to 28 million common shares in the capital of the Company ("Common Shares") to exempt buyers on a private placement basis at a price of $0.05 per share. 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 (expected to be approximately $400,000 assuming the maximum amount is raised) 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.

The Private Placement is scheduled to close, in one or more closings, on or about October 31, 2012, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the "TSXV").

The Common Shares issued pursuant to the Private Placement will be subject to a four-month hold period from the closing date.

Settlement of Liabilities

The Company has entered into certain arrangements which significantly reduce the Company's liabilities.

Times Three has entered into a settlement agreement whereby Mr. Dave Guebert (the Company's CFO) has agreed to accept repayment of the amount of $698,220 currently owed to Mr. Guebert by the Company, pursuant to outstanding secured debentures and unsecured advances, by way of the payment to Mr. Guebert of the amount of $350,000 payable through the issuance of 7,000,000 Common Shares at $0.05 per share and the issuance to Mr. Guebert of a non-interest bearing, unsecured promissory note (a "New Note") in the principal amount of $348,220 repayable by the Company no later than one year from the date of issuance.

The Company has also entered into a settlement agreement with Location System Solutions Inc. ("LSSI") with respect to a Technology Licensing Agreement dated July 22, 2005 (the "Licensing Agreement") entered into by the Company with LSSI. Mr. Keith Bohn (the Company's former CEO and currently its Chief Operating Officer and a director) is the majority shareholder, and a director and officer, of LSSI. The Licensing Agreement required the Company to build, and to continually upgrade going forward, a wireless location network in the City of Calgary and also granted a renewable license to LSSI to use the Company's technology to operate such a network. Under the terms of the settlement agreement, the Company and LSSI have agreed to terminate the Licensing Agreement and LSSI has agreed to release the Company from all of its obligations thereunder. In consideration for this settlement, the Company has agreed to issue 5,000,000 Common Shares to LSSI at $0.05 per share and to issue to LSSI a New Note in the principal amount of $250,000.

These settlements are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSXV.

The foregoing settlements constitute related party transactions under the policies of the TSXV which incorporates by reference Multilateral Instrument 61-101 ("MI 61-101"), given the settlements are with an executive officer of the Company (in the case of Mr. Guebert) or with a company in respect of which an executive officer of the Company is a shareholder, director and officer (in the case of LSSI and Mr. Bohn). Members of the Company's board of directors who are free from any interest in these settlements have reviewed the terms of the settlement transactions and, after due deliberation, have approved the settlements, as being designed to improve the Company's financial condition and being reasonable for the Company in the circumstances. Concurrent with this news release, the Company is filing a material change report in compliance with, among other things, Multilateral Instrument 61-101 in respect of the settlements described above. The material change report is being filed less than 21 days before the anticipated closing of the debt settlement due to the commercial and timing considerations applicable to the transactions.

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 following: commercialization of Times Three's patent portfolio; development of its existing technology and the timing and success of private placement financing.

With respect to forward-looking statements contained in this news release, Times Three has made assumptions regarding, among other things, its ability to further develop and commercialize its patent portfolio; its success in development of its existing technology; and the timing of, and its success in obtaining, private placement financing. 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; that the Company may not be successful in obtaining sufficient financing; 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
    President, CEO and Chief Legal Officer
    613.897.3894