/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, Feb. 1, 2016 /CNW/ - TIO Networks Corp. (TSX-V: TNC) ("TIO") is pleased to report that it has closed its previously announced bought deal private placement of 2,726,214 common shares (the "Common Shares") of TIO, including the partial exercise of the over-allotment option, at an issue price of $1.88 per Common Share, for aggregate gross proceeds to TIO of $5,125,282.32 (the "Offering").
The Offering was conducted by PI Financial Corp. as the lead underwriter, with Haywood Securities Inc. in the syndicate (collectively, the "Underwriters"), and including Portfolio Strategies Securities Inc. as a special selling group agent. In consideration for the services of the Underwriters in connection with the Offering, TIO has paid the Underwriters a cash commission in the aggregate amount of $307,516.94, representing 6.0% of the gross proceeds from the Offering. The net proceeds from the Offering are intended to be used by TIO to fund certain costs related to its acquisition of Softgate Systems, Inc., as announced on July 14, 2015, and/or other strategic opportunities that arise in TIO's mergers and acquisitions program, and/or for general corporate and working capital purposes.
The Common Shares issued in connection with the Offering are subject to a four month and one day hold period under applicable Canadian securities laws which will expire June 2, 2016, and certain of the Common Shares will, in addition, be subject to resale restrictions pursuant to the policies of the TSX Venture Exchange (the "Exchange"). The Offering is subject to final acceptance by the Exchange.
The Common Shares issued in connection with the Offering were not registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and were not offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, as such term is defined in Regulation S under the U.S. Securities Act. This press release shall not constitute an offer, solicitation or to sell or the solicitation of an offer to buy the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On the basis that certain members of TIO management, including TIO's Chief Executive Officer, Hamed Shahbazi (who is considered an "insider" for the purposes of the Exchange's policies), participated in the Offering, such participation may be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which is incorporated into Policy 5.9 of the Exchange Corporate Finance Manual.
The TIO board has determined that, for the purposes of Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, neither the Common Shares issued to, nor the aggregate consideration to be paid by, any member of TIO management in connection with the Offering will exceed 25% of TIO's market capitalization on the date hereof. The Offering, therefore, falls within an exemption from the formal valuation requirement of Section 5.4 of MI 61-101 and falls within an exemption to the minority shareholder approval requirement of Section 5.6 of MI 61-101.
Given that the participation of TIO management in the Offering has only just been established, TIO had not previously filed a material change report 21 days prior to the date hereof.
About TIO Networks
TIO is a multi-channel cloud-based bill payment processor serving the largest telecom, wireless, cable, and utility bill issuers in North America. With more than 66,000 endpoints, TIO symbolizes fast, convenient and secure bill payment services.
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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.
FORWARD-LOOKING INFORMATION AND DISCLAIMERS
This news release contains certain forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws, including, without limitation, the effect of the Offering on TIO and the expected use of the proceeds from the Offering by TIO. Forward-looking statements, which may be identified by words including, without limitation, "will", "anticipated", "expected", "to create", "to make", "to join", "look forward", and other similar expressions, are intended to provide information about management's current plans and expectations regarding the use of the proceeds of the Offering.
Although TIO believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties that may cause actual results or events to differ materially from those anticipated and no assurance can be given that these expectations will be realized, and undue reliance should not be placed on such statements. Risk factors that could cause actual results or events to differ materially from the forward-looking statements include, without limitation, that TIO's assumptions in making forward-looking statements may prove to be incorrect.
Certain material factors or assumptions are applied in making the forward-looking statements, including, without limitation, expectations regarding future general economic and market conditions and that TIO will use the proceeds of the Offering as anticipated;. Forward-looking statements and information are based on the beliefs, assumptions and expectations of TIO's management on the date of this news release, and TIO does not assume any obligation to update any forward-looking statement or information should those beliefs, assumptions or expectations, or other circumstances change, except as required by securities law.
Any websites referenced or linked in this press release are for convenience only and TIO does not endorse such websites nor assume any liability for the information contained therein.
SOURCE TIO Networks Corp.
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