AUSTIN, TX, Aug. 31 /CNW/ - Xplore Technologies Corp. (TSX:XPL) ("Xplore"
or the "Company") announced today that it is proposing a private placement of
up to 20 million units, at a price of $0.50 per unit, to accredited investors.
Each unit consists of one share of the Company's Series C convertible
preferred stock and one warrant to purchase one-half of one share of the
Company's common stock.
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. If the Company issues additional securities at a purchase price less
than $0.50, except in certain limited circumstances, the conversion price will
be adjusted. The warrants are exercisable for a period of two years after the
closing of the private placement and have an exercise price of $0.50 per
Pursuant to the rules of the Toronto Stock Exchange ("TSX"), Xplore is
required to obtain stockholder approval of the private placement because the
aggregate number of shares of common stock issuable upon conversion of the
Series C preferred stock and the exercise of the warrants issued to investors,
and warrants issued to certain parties in connection with the private
placement, could be up to 48.1% of the Company's currently outstanding shares
of common stock and up to 22.5% of the Company's currently outstanding shares
of common and convertible preferred stock. The Company obtained stockholder
approval by the written consent of stockholders owning more than 50% of the
Company's outstanding voting securities. Xplore is relying on Section 604(d)
of the TSX Company Manual, which permits the Company to provide the TSX with
written evidence that the holders of more than 50% of the voting securities of
the Company are familiar with the terms of, and are in favor of, the private
placement, in lieu of holding a stockholders' meeting.
In connection with obtaining stockholder approval of the private
placement, the Company filed a Consent Statement on Schedule 14A with the U.S.
Securities and Exchange Commission ("SEC") and mailed the Consent Statement to
all of its stockholders of record as of July 24, 2007. Stockholders can obtain
a copy of the Consent Statement free of charge at the SEC's website at
The securities being offered by the Company in the private placement will
not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws, and will be sold pursuant to
Regulation D under the Securities Act. Therefore, the securities 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.
This press release is issued pursuant to Rule 135c under the Securities
Act and does not constitute an offer to sell or a solicitation of an offer to
buy any securities.
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.
For further information:
For further information: Xplore: For Media or Investor Information
Contact: Martin Janis & Company, Inc., Beverly Jedynak, Tel: (312) 943-1100,