TORONTO, April 20, 2020 /CNW/ - Internet of Things Inc. (TSX VENTURE: ITT) (OTC: INOTF) (FRANKFURT: 71T) ("ITT Inc." or the "Company"), a software and solutions provider in the artificial intelligence and industrial IoT markets, announces it has closed its previously announced non-brokered private placement of 125,000,000 Units at $0.01 per Unit for gross proceeds of $1,250,000 (the "Offering").
Each Unit is comprised of one common share of ITT Inc. ("Share") and one share purchase warrant ("Warrant"). Each Warrant entitles the holder to acquire one additional Share of ITT Inc. at an exercise price of $0.01 per Share (on a pre-Consolidation basis and prior to the Consolidation being completed or if the Consolidation is not completed, the exercise price will be $0.05 per Share) for a period of 24 months from the date of issuance. If the volume weighted average price of the Shares on the TSXV is equal to or greater than $0.05 (on a minimum pre-Consolidation basis and $0.25 on a minimum post-Consolidation basis) for any 10 consecutive trading days, four months and a day after the closing of the Offering, ITT Inc. 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 ("TSXV") in the TSXV's bulletin of April 7, 2014, (the "Temporary Relief Measures"). The Company's Board of Directors ("Board") is proposing to consolidate ITT Inc.'s issued and outstanding common shares on a minimum of one new for five old common shares (the "Consolidation"), 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, ITT Inc. has provided an undertaking to the TSXV 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. ITT Inc. 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 4,500,000 finder warrants in connection with the completion of the Offering, with each finder warrant exercisable into a unit ("Finder Unit") at an exercise price of $0.01 per Finder Unit (on a pre-Consolidation basis) for a period of two years. Each Finder Unit is comprised of one Share and one Warrant.
Related Party Transaction
In connection with the Offering, certain directors and officers of the Company (collectively, the "Insiders") have acquired 13,050,000 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 ("MI 61-101"). 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 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% of the market capitalization of the Company.
About Internet of Things Inc. (TSX VENTURE: ITT) (OTC: INOTF) (FRANKFURT: 71T)
Internet of Things Inc. (www.iotintl.com) 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.
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To learn more, visit: www.iotintl.com
Cautionary and Forward-Looking Statements
Statements contained in this news release, which are not historical facts, are forward-looking statements that involve risk, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements included in this news release are based on information available to the Company on the date hereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results of the Company to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to factors referenced in the Company's other continuous disclosure filings, which are available at sedar.com. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements, except as required by applicable securities laws.
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SOURCE Internet of Things Inc.
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