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TrueContext Mobile Solutions Corporation Announces Unit Private Placement of up to $2.0 Million

^{Published on 2011-04-11 14:00:23 - Market Wire}
 

OTTAWA, April 11 /CNW/ - TrueContext Mobile Solutions Corporation (TSXV:TMN) ("TrueContext" or the "Company"), a mobile data solutions company, today announced that it is pursuing a non-brokered private placement (the "Private Placement") of up to an aggregate of 12,500,000 units of TrueContext at $0.16 per unit for aggregate gross proceeds of up to $2,000,000.  Each unit shall consist of one common share in the capital of TrueContext and one half of one common share purchase warrant, with each whole common share purchase warrant entitling the holder thereof to acquire one common share of TrueContext at an additional purchase price of $0.30 per share for a period of 24 months from the closing date.

It is currently anticipated that certain insiders of TrueContext will be participating in the Private Placement. The net proceeds from the Private Placement will be primarily used for product development and sales support for the Company's customers and for general working capital purposes. The Private Placement will be non-brokered; however, the Company may pay finder's fees in accordance with the rules and policies of the TSX Venture Exchange. Closing of the Private Placement is anticipated to occur on or about April 20, 2011 and is subject to certain customary conditions, including, but not limited to, the execution of definitive subscription agreements with subscribers, and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws and may not be offered or sold within the United States or to US persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.

ABOUT PRONTOFORMS^TM AND TRUECONTEXT

TrueContext ProntoForms^TM enables organizations to mobilize business processes in minutes, increasing productivity and eliminating the use of paper.  Workgroups can create their own forms, capture data from the field, and then report and act on mission critical information, all in real time and in a secured and managed cloud environment.   The data in the field is captured on commonly deployed mobile devices, such as Android, BlackBerry, Windows Mobile, Web browsers and iPhone devices.

ProntoForms^TM is the trademark of TrueContext Corporation, a wholly-owned subsidiary of TrueContext.

Established in 2001, TrueContext is a pioneer in the creation and utilization of easy to use Mobile Data Collection applications.  TrueContext's flagship product, ProntoForms^TM ([ www.prontoforms.com ]) simplifies field data capture and extends the most powerful business applications to nearly any mobile device. This award-winning, patent-pending technology allows non-technical customers to securely build, manage and deploy a wide variety of forms for mobile workforce management.  For questions or additional information, please contact TrueContext at [ sales@truecontext.com ] or at +1.877.668.6438.

Certain information in this press release may constitute forward-looking information.  This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation.  Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

There are a number of risk factors that could cause future results to differ materially from those described herein, including but not limited to the following: (i) there can be no assurance that the Company will earn any profits in the future or that profitability, if achieved, will be sustained; (ii) if the Company is not able to achieve profitability, it will require additional equity or debt financing, and there can be no assurances that the Company will be able to obtain additional financial resources on favourable commercial terms or at all; (iii) the Company's quarterly revenues and operating results may fluctuate, which may harm its results of operations; (iv) the loss of business from a major customer could reduce the Company's sales and harm its business and prospects; (v) a portion of the Company's sales are through operators and other resellers, and an adverse change in the Company's  relationship with any of such operators or other resellers may result in decreased sales; (vi) the Company faces competition from other software solution providers, which may reduce its market share or limit the prices it can charge for its software solutions; (vii) the business of the Company may be harmed if it does not continue to penetrate markets; (viii) the success of the business depends on the Company's ability to develop new products and enhance its existing products; (ix) intellectual property claims could be brought against the Company, which may be time consuming, costly to defend, and disruptive to the business; * the Company uses open source software in connection with its products which exposes it to uncertainty and potential liability; (xi) economic uncertainty and downturns in the software market may lead to decreases in the Company's revenue and margins; (xii) the financial condition of third parties may adversely affect the Company; (xiii) any significant changes in the technological paradigm utilized for building or delivering applications in Smartphone devices could harm the Company's business and prospects; (xiv) if the Company loses any of its key personnel, its operations and business may suffer; and (xv) the Company will be obligated to adopt new accounting standards under IFRS for the years beginning on or after January 1, 2011, which could materially impact the  Company's financial statements. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at [ www.sedar.com ].

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws and may not be offered or sold within the United States or to US persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.