Times Three Wireless Announces Terms of Brokered Private Placement
November 12, 2012 07:00 ET
Times Three Wireless Announces Terms of Brokered Private Placement
CALGARY, ALBERTA--(Marketwire - Nov. 12, 2012) -
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Times Three Wireless Inc. (TSX VENTURE:TTW) ("Times Three" or the "Company") is pleased to announce the terms of its previously announced fully marketed equity private placement. Paradigm Capital Inc. (the "Agent") has been engaged by the Company to act as lead agent for a fully marketed private placement (the "Offering") of units ("Units") of the Company, for gross proceeds of a minimum of $6 million, at a price of $0.09 per Unit. Each Unit shall consist of one common share ("Common Share") of the Company and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.13 per share at any time up to 2 years from the date of the closing of the Offering.
The Units will be offered for sale to eligible purchasers resident in the Provinces of Alberta and Ontario, and such other jurisdictions as the Company and the Agent may decide, pursuant to available exemptions under applicable securities laws. The Offering is expected to close, in one or more closings, on or about November 23, 2012. It is expected that insiders of the Company will participate in the Offering. The Common Shares and Warrants issuable as part of the Units, 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 Offering will be used towards evaluating and analyzing the Company's existing patent portfolio and potential patent acquisition opportunities, to investigate and pursue potential strategic acquisitions and partnerships and for general corporate purposes.
The Offering is subject to the approval of the TSX Venture Exchange.
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 closing date and use of proceeds of the proposed 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, that the Company may not be successful in finalizing the terms of the private placement financing and closing such placement 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.