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.
Follow Internet of Things On:
Facebook:
https://www.facebook.com/InternetofThingsInc/
Twitter:
https://twitter.com/iotintl
LinkedIn:
https://www.linkedin.com/in/internet-of-things-inc-242480112/
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.
NEITHER THE TSX VENTURE TSXV NOR ITS REGULATION
SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSX VENTURE TSXV)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE
SOURCE Internet of Things Inc.