PP closes 2020-04-20 19:31 ET - News Release
Mr. Khurram Qureshi reports
INTERNET OF THINGS INC. CLOSES $1.25 MILLION PRIVATE PLACEMENT FINANCING
Internet of Things Inc. has closed its previously announced non-brokered private placement of 125 million units at one cent per unit for gross proceeds of $1.25-million.
Each unit comprises one common share of Internet of Things and one share purchase warrant. Each warrant entitles the holder to acquire one additional share of Internet of Things at an exercise price of one cent per share (on a preconsolidation basis and prior to the consolidation being completed, or if the consolidation is not completed, the exercise price will be five cents per share) for a period of 24 months from the date of issuance. If the volume weighted average price of the shares on the TSX Venture Exchange is equal to or greater than five cents (on a minimum preconsolidation basis and 25 cents on a minimum postconsolidation basis) for any 10 consecutive trading days, four months and a day after the closing of the offering, Internet of Things may, upon providing written notice to the holders of warrants, accelerate the expiry date of the warrants to the date that is 30 days following the date of such written notice.
The pricing of the offering is based on the temporary relief measures criteria established by the TSX Venture Exchange in the TSX-V's bulletin of April 7, 2014. The company's board of directors is proposing to consolidate Internet of Things' issued and outstanding common shares on a minimum of one new common share for five old common shares, or such other consolidation ratio as the board may determine. The board believes the consolidation will increase the company's flexibility and competitiveness in the marketplace, and make its securities more attractive to a wider audience of potential investors, resulting in a more efficient market for its common shares. In order to complete the offering being made in reliance on the temporary relief measures, Internet of Things has provided an undertaking to the TSX-V to hold a special shareholders meeting to approve the consolidation within 180 days of completion of the offering.
All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance.
The proceeds from the offering will be used for business development and sales ($250,000), corporate pivot and product development of new artificial intelligence verticals ($225,000), and general working capital purposes. Internet of Things intends to use the proceeds of the offering as described above and the actual allocation of proceeds may vary from the uses set out above depending on future operations, events or opportunities.
The company issued 4.5 million finder warrants in connection with the completion of the offering, with each finder warrant exercisable into a unit at an exercise price of one cent per finder unit (on a preconsolidation basis) for a period of two years. Each finder unit comprises one share and one warrant.
Related party transaction
In connection with the offering, certain directors and officers of the company have acquired 13.05 million units. The participation of insiders in the offering constitutes a related party transaction, as such terms are defined by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis of the securities of the company not being listed on specified markets, including the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or certain overseas stock exchanges. The company is also relying on the exemption from minority shareholder approval requirements under MI 61-101 as the fair market value of the participation in the offering by the insiders does not exceed 25 per cent of the market capitalization of the company.
About Internet of Things Inc.
Internet of Things operates data-driven industrial IoT companies that deliver significant benefit to the verticals they serve. The company owns Weather Telematics Inc., has a joint venture channel partnership with Shanghai New Hope Data Technology Co. Ltd. and is headquartered in Toronto, Canada.