Xplore Announces Completion of $7.4 Million Private Placement



    AUSTIN, TX, Sept. 24 /CNW/ - Xplore Technologies Corp. (TSX:XPL)
("Xplore" or the "Company") announced today that it raised $7,387,000 in gross
proceeds through the private placement to accredited investors of 14,774,000
shares of its Series C convertible preferred stock and warrants to purchase
7,387,000 shares of its common stock. The Company sold the shares of Series C
preferred stock and warrants to investors in units, at a price of $0.50 per
unit. Each unit consisted of one share of Series C preferred stock and one
warrant to purchase one-half of one share of the Company's common stock.
Phoenix Venture Fund LLC, the Company's largest stockholder, purchased
3,320,000 units for $1,660,000. The Company intends to use the net proceeds
from the private placement to fund these development activities, working
capital and general corporate purposes.
    "We are very pleased to close this important round of funding for the
Company" stated Philip Sassower, Chairman and Chief Executive Officer of
Xplore. "This capital injection enables the development of our new products,
most notably a rugged notebook PC which we expect to introduce in 2008."
    The Series C preferred stock is pari passu with the Company's Series A
and Series B convertible preferred stock in terms of dividends, liquidation
and voting. The Series C preferred stock carries a 5% cumulative dividend that
may be paid, at the option of the Company, in either cash or common stock. The
shares of Series C preferred stock are convertible initially on a one-for-one
basis into shares of common stock at any time at the option of the holder,
subject to adjustment for stock dividends, splits, combinations and similar
events. The warrants issued to investors are exercisable immediately, at an
exercise price of $0.50 per share, and will terminate on September 21, 2009.
    In connection with the private placement, the Company has agreed to
register the shares of common stock issuable upon conversion of the Series C
preferred stock and exercise of the warrants. In addition, the Company has
agreed to provide "piggy-back" registration rights with respect to such
shares. Additionally, the Company issued warrants to purchase 886,440 shares
of its common stock to sales agents and others, including an affiliate of the
Company. The warrants issued to sales agents and others are exercisable
immediately, at an exercise price of $0.50 per share, and will terminate on
September 21, 2009.
    The securities sold in the private placement have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.

    The Toronto Stock Exchange has neither approved nor disapproved the
    information contained herein.

    This press release contains forward-looking statements that involve risks
and uncertainties, which may cause actual results to differ materially from
the statements made. Such forward-looking statements have been made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. When used in this document, the words "may," "would," "could,"
"will," "intend," "plan," "anticipate," "believe," "estimate," "expect" and
similar expressions are intended to identify forward-looking statements. Such
statements reflect Xplore's current views with respect to future events and
are subject to such risks and uncertainties. Many factors could cause actual
results to differ materially from the statements made including those factors
detailed from time to time in filings made by Xplore with the U.S. Securities
and Exchange Commission. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking statements
prove incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated or expected. Xplore does not intend
and does not assume any obligation to update these forward-looking statements.

    %SEDAR: 00004707E




For further information:

For further information: Xplore: For Media or Investor Information
Contact: Martin Janis & Company, Inc., Beverly Jedynak, Tel: (312) 943-1100,
Email: b.jedynak-janispr@worldnet.att.net

Organization Profile

XPLORE TECHNOLOGIES CORP.

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