VANCOUVER, Oct. 9 /CNW/ - IP Applications Corp. (TSX-Venture: IPX) ("IP Applications" or the "Company") is pleased to announce a non-brokered private placement of up to two million one hundred thousand 10% convertible preferred shares (the "Shares") of the Company at a price of $0.12 per Share (the "Offering") for gross proceeds of up to $252,000. The Company expects to issue up to 1,008,000 common share purchase warrants (the "Warrants") in connection with the Offering, each of which will entitle Investors to acquire a common share of the Company at a price of $0.36 until August 7, 2014. Certain insiders of the Company will participate in the Offering and will do so on the same terms as the arm's length Investors.
Investors will be entitled to an annual cumulative cash dividend of 10% of the issue price of the Shares, payable in cash in arrears on December 31 of each year. The Shares will be convertible at the Investors' option into common shares of the Company on a 1:1 basis. After February 07, 2011, the Company may elect to convert the Shares into common shares if: (A) the closing price of the common shares is at a price greater than $0.40 per share for a period of 30 consecutive trading days, and (B) the total trading volume over such period is greater than 20% of the common shares issued and outstanding at the beginning of such period, excluding all common shares of the Company held by Pender Growth Fund (VCC) Inc. and by Pender Financial Group Corporation. The Shares will be redeemable at the original issue price, plus accrued and unpaid dividends, on or after August 7, 2014. Investors will have a pro-rata right to participate in subsequent equity or debt financings, to maintain their percentage equity ownership of the Company.
The Offering is subject to the approval of the TSX Venture Exchange. The Closing is expected to occur on or about October 21, 2009. The Shares, and any common shares issued on conversion thereof, as well as any warrant shares issued on exercise of the Warrants, will be subject to a four month hold period.
IP Applications intends to use the net proceeds for working capital necessary to advance its development and marketing initiatives in respect of the rapidly expanding Software as a Service ("SaaS") markets.
About IP Applications
IP Applications Corp. (www.ipapplications.com) delivers subscription billing and recurring payments for online subscription businesses. The Company's billing software, recurring payments processing and technical support services support Enterprise divisions, SaaS companies and Cloud Computing businesses as well as internet service providers. Established in 1998, the Company's client roster includes Sprint Nextel, Bell Mobility, Amway Corporation and AOL Canada. For more information on the Company and its services, see www.ipapplications.com.
This news release contains forward-looking statements. Actual events or results may differ materially from those described in the forward-looking statements due to a number of risks and uncertainties, including changes in financial and product market conditions. Forward-looking statements are based on management's estimates, beliefs, and opinions. The Company assumes no obligation to update forward-looking statements, other than as may be required by applicable law.
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.
SOURCE IP APPLICATIONS CORP.
For further information: For further information: John Bean, CFO, D (604) 630-5657, E firstname.lastname@example.org