/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
MONTREAL, July 8, 2015 /CNW Telbec/ - EXO U Inc. ("EXO U" or the "Corporation") (TSXV: EXO) announced today that it has entered into an agreement with Mackie Research Capital Corporation (the "Agent") as sole agent in respect of a private placement to be undertaken on a best efforts basis (the "Offering") of up to $5,000,000 of units (the "Units") of the Corporation at a price of $1,000 per Unit. The Agent will have the option, exercisable at any time up to 48 hours prior to the closing of the Offering, to increase the size of the Offering by up to 15% (the "Agent's Option").
Each Unit will consist of one $1,000 principal amount convertible senior secured debenture (the "Debentures") and 610 common share purchase warrants (the "Warrants"). Each Warrant will entitle the holder thereof to acquire one common share (each, a "Common Share") of the Corporation at a price of $0.82 per Common Share until the third anniversary of the closing of the Offering. The Debentures will have a term of five years and bear interest at a rate of 10% per annum. The principal amount of each Debenture (the "Principal Amount") will be convertible, for no additional consideration, into Common Shares of the Corporation at the option of the holder at a conversion price of $1.10 per Common Share. The Principal Amount will also be convertible at the Corporation's option in certain circumstances. The Debentures will be redeemable in whole or in part by the Corporation after two years at a price equal to the Principal Amount multiplied by 103%, plus accrued and unpaid interest.
The Offering will be made by way of private placement in those provinces of Canada as the Agent may designate, and otherwise in those jurisdictions where the Offering can lawfully be made under applicable prospectus and registration exemptions.
The net proceeds of the Offering will be used by the Corporation for general corporate and working capital purposes. The Offering is expected to close on or about July 29, 2015.
In consideration for its services, the Corporation will pay to the Agent a commission (the "Commission") equal to 6.0% of the gross proceeds of the Offering, including the gross proceeds raised from the exercise of the Agent's Option, as applicable. The Agent will also receive non-transferable options (the "Compensation Options"), to purchase such number of Common Shares of the Corporation in an amount equal to 6.0% of the gross proceeds of the Offering divided by the exercise price of the Warrants, including the exercise of the Agent's Option, as applicable. The Compensation Options will have the same term as the Warrants and an exercise price equal to the Warrant exercise price. For any Units sold to a party sourced by the Corporation, up to a maximum of $2.5 million of the Offering, the Agent's Commission and Compensation Options will be reduced to 3% and 3%, respectively.
All securities issuable pursuant to the Offering will be subject to a four-month hold period from the date of issuance. The Offering is subject to the approval of the TSX Venture Exchange.
The 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, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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.
About EXO U
EXO U's shares trade on the TSX Venture Exchange under the ticker symbol EXO.V. EXO U develops an innovative software platform which enables businesses and educational institutions to securely mobilize and manage their mobile workforce and students by delivering engaging experiences spanning desktop and mobile applications. At the core of EXO U's platform is the smart and agnostic EXO engine that unifies multiple software platforms, allowing devices to interact and communicate seamlessly together. It enables true mobility for businesses and educational organizations by solving important mobility issues such as security, privacy, collaboration, and management of application and content. EXO U's technology agnostic framework delivers to end users a safe, reliable, and intuitive smart workspace designed for connecting with people, accessing services, and sharing information and digital content, while requiring minimal infrastructure and optional Internet connectivity. It simplifies management of the entire application lifecycle, freeing the organizations to focus on building engaging apps that work across different operating systems and form factors, thus increasing productivity for developers and reducing total cost of ownership for organizations. By offering an engaging and exceptional user experience on all computing devices, without compromising security or protected information, the EXO U enterprise and education solutions allow organizations to embrace consumerization and enjoy all the benefits of mobile. For more information, visit http://www.exou.com and follow us on Twitter @exo_u.
Disclaimer in Regards to Forward-Looking Statements
Certain statements made in this press release that are not historical facts, including but not limited to statements with respect to the completion of the Offering and the use of the net proceeds thereof, are forward-looking statements and are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking information contained in this press release represents EXO U's current expectations. EXO U disclaims any intention and assumes no obligation to update or revise any forward-looking information, except if required by applicable securities laws.
Neither the 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.
For more information please visit www.exou.com
SOURCE EXO U Inc
For further information: For investor inquiries, please contact: Sean Peasgood, Sean@SophicCapital.com, (416) 565-2805, or, Mr. Doug McCollam, Chief Financial Officer, EXO U Inc., Phone: (514) 207-1190, E-mail: firstname.lastname@example.org