TORONTO, July 30, 2013 /CNW/ - Redline Communications Group Inc. (the "Company") (www.rdlcom.com) (TSX: RDL), a leading provider of broadband wireless solutions for
machine-to-machine (M2M) communications, is pleased to announce that it
has closed the previously announced private placement of an aggregate
of 1,769,083 units (the "Units") at a price of $6.00 per Unit for total
gross proceeds of $10,614,498 (the "Offering"). Each Unit consisted of
one common share of the Company and one half of one common share
purchase warrant, with each whole common share purchase warrant being
exercisable for one common share at an exercise price of $8.00 until
July 30, 2015.
The Offering was conducted through a syndicate of underwriters led by
Cantor Fitzgerald Canada Corporation and including Cormark Securities
Inc., Byron Capital Markets Ltd., Canaccord Genuity Corp. and Stifel
Nicolaus Canada Inc. (collectively, the "Underwriters").
Pursuant to the terms of an underwriting agreement dated July 30, 2013
entered into among the Company and the Underwriters, the Company (i)
paid an aggregate cash commission to the Underwriters in the amount of
approximately $636,870, and (ii) granted an aggregate of 106,145
compensation options to the Underwriters, with each compensation option
being exercisable for one common share at an exercise price of $6.00
until January 30, 2015.
The net proceeds from the Offering will be used by the Company to assist
in the implementation of the Company's growth strategy including
product development, working capital and general corporate purposes.
All securities issued pursuant to the Offering are subject to a
statutory four-month hold period in accordance with Canadian securities
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any state securities laws and may not be offered or sold within the
United States or to U.S. persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Four insiders participated in the Offering, thereby making the Offering
a "related party transaction" as defined under Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"):
Units Purchased under
Common Shares Owned
or Controlled After
Chief Operating Officer
Chief Financial Officer
East and North Africa
The Offering was unanimously approved by the directors of the Company.
The Offering was exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of any common shares issued to or the consideration paid
by the aforementioned insiders exceeded 25% of the Company's market
About Redline Communications
Redline Communications (www.rdlcom.com) is the innovator of Virtual
Fiber™, a specialized wireless broadband system used by companies and
governments worldwide to cost-effectively deploy distributed services
and applications. Redline Virtual Fiber™ solutions are used to
facilitate and enhance public safety networks, deploy and extend secure
networks, connect digital oil fields and smart grids, and bring
dedicated Internet access wherever and whenever it's needed. Redline
has been delivering powerful, versatile and reliable wireless systems
to governments, the military, oil and gas, and the telecom industry for
over a decade through its global network of certified partners. For
more information visit www.rdlcom.com.
Forward Looking Statements
Certain statements in this release may constitute forward-looking
statements or forward-looking information within the meaning of
applicable securities laws. In some cases, forward-looking statements
can be identified by terms such as "could", "expect", "may", "will",
"anticipate", "believe", "intend", "estimate", "plan", "potential",
"project" or other expressions concerning matters that are not
historical facts. Readers are cautioned not to place undue reliance
upon any such forward-looking statements.
Such forward-looking statements are not promises or guarantees of future
performance and involve both known and unknown risks and uncertainties
that may cause the actual results, performance, achievements or
developments of Redline to differ materially from the results,
performance, achievements or developments expressed or implied by such
forward-looking statements. Forward-looking statements, by their
nature, are based on certain assumptions regarding expected growth,
management's current plans, estimates, projections, beliefs, opinions
and business prospects and opportunities (collectively, the
"Assumptions"). While the Company considers these Assumptions to be
reasonable, based on the information currently available, they may
prove to be incorrect.
SOURCE: Redline Communications Group Inc.
For further information:
Lynda Partner, Chief Communications Officer
George Kypreos, CFO
Press Kit: http://redline.mobilitypr.com