/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, Feb. 1, 2016 /CNW/ - TIO Networks Corp.
(TSX-V: TNC) ("TIO") is pleased to report that it has
closed its previously announced bought deal private placement of
2,726,214 common shares (the "Common Shares") of TIO,
including the partial exercise of the over-allotment option, at an
issue price of $1.88 per Common
Share, for aggregate gross proceeds to TIO of $5,125,282.32 (the "Offering").
The Offering was conducted by PI Financial Corp. as the lead
underwriter, with Haywood Securities Inc. in the syndicate
(collectively, the "Underwriters"), and including Portfolio
Strategies Securities Inc. as a special selling group agent.
In consideration for the services of the Underwriters in connection
with the Offering, TIO has paid the Underwriters a cash commission
in the aggregate amount of $307,516.94, representing 6.0% of the gross
proceeds from the Offering. The net proceeds from the
Offering are intended to be used by TIO to fund certain costs
related to its acquisition of Softgate Systems, Inc., as announced
on July 14, 2015, and/or other
strategic opportunities that arise in TIO's mergers and
acquisitions program, and/or for general corporate and working
capital purposes.
The Common Shares issued in connection with the Offering are
subject to a four month and one day hold period under applicable
Canadian securities laws which will expire June 2, 2016, and certain of the Common Shares
will, in addition, be subject to resale restrictions pursuant to
the policies of the TSX Venture Exchange (the "Exchange").
The Offering is subject to final acceptance by the
Exchange.
The Common Shares issued in connection with the Offering were
not registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities
laws, and were not offered or sold to, or for the account or
benefit of, persons in the United
States or U.S. Persons, as such term is defined in
Regulation S under the U.S. Securities Act. This press
release shall not constitute an offer, solicitation or to sell or
the solicitation of an offer to buy the Common Shares in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
On the basis that certain members of TIO management, including
TIO's Chief Executive Officer, Hamed
Shahbazi (who is considered an "insider" for the purposes of
the Exchange's policies), participated in the Offering, such
participation may be considered a "related party transaction"
within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), which is incorporated into
Policy 5.9 of the Exchange Corporate Finance
Manual.
The TIO board has determined that, for the purposes of Sections
5.5(a) and 5.7(1)(a) of MI 61-101, respectively, neither the Common
Shares issued to, nor the aggregate consideration to be paid by,
any member of TIO management in connection with the Offering will
exceed 25% of TIO's market capitalization on the date hereof.
The Offering, therefore, falls within an exemption from the formal
valuation requirement of Section 5.4 of MI 61-101 and falls within
an exemption to the minority shareholder approval requirement of
Section 5.6 of MI 61-101.
Given that the participation of TIO management in the Offering
has only just been established, TIO had not previously filed a
material change report 21 days prior to the date hereof.
About TIO Networks
TIO is a multi-channel cloud-based bill payment processor
serving the largest telecom, wireless, cable, and utility bill
issuers in North America. With more than 66,000 endpoints,
TIO symbolizes fast, convenient and secure bill payment
services.
Visit www.tionetworks.com or join the conversation on Twitter
and Facebook.
Neither 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.
FORWARD-LOOKING INFORMATION AND DISCLAIMERS
This news release contains certain forward-looking statements
and information (collectively, "forward-looking statements") within
the meaning of applicable Canadian securities laws, including,
without limitation, the effect of the Offering on TIO and the
expected use of the proceeds from the Offering by TIO.
Forward-looking statements, which may be identified by words
including, without limitation, "will", "anticipated", "expected",
"to create", "to make", "to join", "look forward", and other
similar expressions, are intended to provide information about
management's current plans and expectations regarding the use of
the proceeds of the Offering.
Although TIO believes that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties that may cause actual results or events to
differ materially from those anticipated and no assurance can be
given that these expectations will be realized, and undue reliance
should not be placed on such statements. Risk factors that could
cause actual results or events to differ materially from the
forward-looking statements include, without limitation, that TIO's
assumptions in making forward-looking statements may prove to be
incorrect.
Certain material factors or assumptions are applied in making
the forward-looking statements, including, without limitation,
expectations regarding future general economic and market
conditions and that TIO will use the proceeds of the Offering as
anticipated;. Forward-looking statements and information are based
on the beliefs, assumptions and expectations of TIO's management on
the date of this news release, and TIO does not assume any
obligation to update any forward-looking statement or information
should those beliefs, assumptions or expectations, or other
circumstances change, except as required by securities law.
Any websites referenced or linked in this press release are
for convenience only and TIO does not endorse such websites nor
assume any liability for the information contained therein.
SOURCE TIO Networks Corp.