Pacific Insight Electronics Announces Closing of First Tranche of Private Placement

/Not for Distribution in the United States or dissemination through a U.S. newswire service/

VANCOUVER, Nov. 6, 2015 /CNW/ - Pacific Insight Electronics Corp. ("Pacific Insight" or the "Company") (TSX: PIH), is pleased to announce that the Company has closed the first tranche of its previously announced non-brokered private placement of units (the "Units") at a price of $4.15 per Unit (the "Private Placement"). Earlier today, the Company issued an aggregate of 471,938 Units for gross proceeds of $1.96 million.  Each Unit consists of one common share and one common share purchase warrant of the Company. Each whole warrant will entitle the subscriber to purchase one common share of the Company at a price of $4.40 per share until November 5, 2018. The proceeds from the sale of the Units will be used for additional productive capacity and general corporate purposes. The securities issued under the first tranche of the Private Placement, including any common shares issued on exercise of the warrants, are subject to a hold period of four months plus one day from the date of issuance, expiring on March 7, 2016.

The second tranche of the Private Placement consisting of an additional 204,812 Units is expected to close after receipt of shareholder approval at the Company's annual and special meeting, scheduled to be held on November 10, 2015.

The Company has been advised that Mr. Stuart Ross, the President and Chief Executive Officer and a Director of the Company, acquired ownership and control over 65,144 Units under the first tranche.  In addition, Mr. Ross has agreed to acquire ownership and control over an additional 44,856 Units in the second tranche, for a total of 110,000 common shares and 110,000 warrants. The 110,000 common shares and 110,000 warrants will represent 3.28% of the then-issued and outstanding common shares upon completion of the second tranche and assuming exercise by Mr. Ross of his warrants.  Following the closing of the second tranche, in the event that Mr. Ross exercised the 110,000 warrants in full as well as the 75,000 options to acquire common shares which he holds, Mr. Ross would own and control a total of 1,209,601 common shares of the Company representing 17.83% of the then-issued and outstanding common shares of the Company on a partially diluted basis assuming no other common shares of the Company are issued.  Mr. Ross acquired the securities for investment purposes and has no present intention to acquire further securities of the Company, although he may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the Early Warning report filed by Mr. Ross in connection with the acquisition is available under the Company's SEDAR profile.  A copy can also be obtained upon request form the Company's Chief Financial Officer, Mr. Jonathan Fogg, at 1.800.995.1155.

The Company has been advised that Mr. Cowan McKinney, FCPA, the Chairman of the Board of Directors of the Company, acquired ownership and control over 118,444 Units under the first tranche.  In addition, Mr. McKinney will acquire ownership and control over an additional 81,556 Units in the second tranche, for a total of 200,000 common shares and 200,000 warrants. The 200,000 common shares and 200,000 warrants will represent 5.88% of the then-issued and outstanding common shares upon completion of the second tranche and assuming exercise by Mr. McKinney of his warrants.  Following the closing of the second tranche, in the event that Mr. McKinney exercised the 200,000 warrants in full as well as the 125,000 options to acquire common shares which he holds, Mr. McKinney would own and control a total of 850,300 common shares of the Company representing 12.28% of the then-issued and outstanding common shares of the Company on a partially diluted basis assuming no other common shares of the Company are issued.  Mr. McKinney acquired the securities for investment purposes and has no present intention to acquire further securities of the Company, although he may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the Early Warning report filed by Mr. McKinney in connection with the acquisition is available under the Company's SEDAR profile.  A copy can also be obtained upon request form the Company's Chief Financial Officer, Mr. Jonathan Fogg, at 1.800.995.1155.

This press release is not an offer of Units for sale in the United States. The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States or to US persons (as defined in Regulation S under the US Securities Act) absent registration or an applicable exemption from registration.

Pacific Insight Electronics Corp. designs, manufactures and delivers electronic products and full service solutions to the automotive, heavy truck, and specialty markets. Pacific Insight designs and distributes its products and services to original equipment manufacturers and distributors in North America.

Cautionary Note Regarding Forward-Looking Statements: This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation, including, but not limited to, statements related to how the Company plans to use the net proceeds from the Private Placement, the expected receipt of shareholder approval and the expected closing date for the second tranche of the Private Placement. Forward-looking statements are based on assumptions management believes to be reasonable at the time such statements are made. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Pacific Insight to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to market conditions, the possibility that investors will not subscribe for the Private Placement, the risk that closing conditions may not be satisfied or necessary approvals may not be obtained in a timely manner or at all, and the need for continued cooperation and performance of the parties to the transaction, as well as those risk factors set out in the Company's current disclosure documents available under the Company's profile at www.SEDAR.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Pacific Insight does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.

SOURCE Pacific Insight Electronics Corp.

For further information: Investor Relations, investor@pacificinsight.com, 1.800.995.1155, www.pacificinsight.com; Vancouver Office, 4299 Canada Way, Suite 230, Burnaby, BC, Canada, V5G 1H3


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