LeoNovus Signs Strategic Agreements with International Capital Management

/CNW/ -- LeoNovus® Inc. ("LeoNovus" or the "Company") (TSXV: LTV), a leading Internet developer of geo-distributed Cloud Services, announced today that the Company has entered into a strategic relationship with International Capital Management Inc. ("ICM"). ICM is an established, Toronto-based wealth management business. Through its investment banking division, ICM assists high growth companies in the IT and healthcare sectors in developing their business and capital market strategies and plans, as well as securing the funding required to support these initiatives .

SUNNYVALE, Calif., July 13, 2015 "ICM will be assisting LeoNovus in the preparation and implementation of a strategic business plan and related capital markets strategy," said Gordon Campbell, CEO of LeoNovus. "We are very pleased to be working with ICM and welcome their contribution on business alignment for growth and broader capital market visibility." 

"We focus on helping our clients achieve strategic and financial objectives, including the enhanced ability to identify and execute cross-border opportunities," stated Telfer Hanson, Head of Investment Banking for ICM. "We believe that LeoNovus has a wealth of intellectual property and leading-edge technologies that will prove important in global markets. We look forward to assisting them to better connect with current and new, profitable opportunities including expanding a capital market strategy in support of the focused countries they service."

As part of the strategic relationship, LeoNovus has signed two agreements with ICM. In the first agreement, ICM will act as Agent for LeoNovus in the proposed issuance of secured debentures (the "Debentures") up to an aggregate amount of US$1,500,000.00 to accredited investors in one or more tranches.  The Debentures will pay interest at the rate of 2% per month, payable monthly, and will have a term of 120 days.  The proceeds of the Debentures will be used for research and development and general operating expenses.  Each Debenture is secured by all the present and after-acquired property of LeoNovus. 

It is intended that Debenture holders also receive a bonus in the form of share purchase warrants (the "Warrants").  The Warrants will have a term of twelve (12) months from the date of the Debenture and will each be exercisable for one (1) common share at an exercise price of $0.10.  Each Debenture holder will receive Warrants equal to 30% of the principal amount of the Debenture divided by the Warrant exercise price and rounded down to the nearest whole Warrant.  Assuming the full amount of US$1,500,000.00 in Debentures is issued, a maximum of 4,500,000 Warrants will be issued. 

As Agent for the Debentures, ICM will be paid a cash commission equal to 5% of the gross proceeds of each closing of the Debenture offering and will also be paid the number of warrants (the "Broker Warrants") equal to two (2) Broker Warrants for each US$1.00 of Debenture issued.  Assuming the full amount of US$1,500,000.00 in Debentures is issued, ICM will receive a maximum of 3,000,000 Broker Warrants.  The Broker Warrants will have a term of twenty-four (24) months from the closing of the offering and will each be exercisable for one (1) common share at an exercise price of $0.15.

The proposed Debenture financing transaction, including the Agent's commission and the issuance of the Warrants and Broker Warrants, is subject to regulatory approval, including the approval of the TSX Venture Exchange.

The second agreement with ICM provides for strategic advisory services relating to growth plans for the United States and other international markets, and the Company's North American capital market activities.

About LeoNovus Inc. (www.LeoNovus.com)
LeoNovus® is a publicly traded company on the Toronto exchange with offices in Sunnyvale, CA. and Ottawa, Ontario.  The Company has launched an innovative high performance browser-based SMART MEDIA PLATFORM with a remotely managed cloud system that provides HDTVs and other connected devices with unprecedented access to features, content, and functionality over the web.  This approach delivers an extremely flexible just-in-time service model to multiple markets including residential, hospitality and health care.  Additionally, LeoNovus utilizes its proprietary processing technology to utilize idle processors in hardware systems for purposes of building Intelligent Networks.  This allows the Company to offer geo-dispersed cloud services for new revenue streams while reducing costs and increasing performance via distributed networks.

LeoNovus shares have traded on the TSX Venture Exchange since June 10, 2009.  Further information about LeoNovus can be found in its filings with Canadian securities regulators, which filings are available at http://www.sedar.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information included in this press release is forward-looking and may involve risks and uncertainties.  The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with LeoNovus' growth, the state of the financial markets, regulatory risks and other factors.  Forward-looking statements included or incorporated by reference in this press release include statements with respect to proposed terms of, and the intended use of proceeds of, the Debentures. There can be no assurance that any statements of forward-looking information contained in this release will prove to be accurate.  Actual results and future events could differ materially from those anticipated in such statements.  These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Unless otherwise required by applicable securities laws, LeoNovus disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Readers are cautioned not to place undue reliance on any statements of forward-looking information that speak only as of the date of this release.  More detailed information about potential factors that could affect LeoNovus' financial and business results is included in public documents LeoNovus files from time to time with Canadian securities regulatory authorities and which are available at www.sedar.com

All trademarks, registered trademarks and brands mentioned in this release are the property of their respective owners.



For further information: Gordon Campbell, Chief Executive Officer, T: (408) 541-9400, F: (408) 541-9410, IR@LeoNovus.com, http://www.LeoNovus.com

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