/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
MONTREAL, Feb. 10, 2016 /CNW Telbec/ - EXO U Inc.
("EXO U" or the "Corporation") (TSX Venture: EXO)
announced today that it intends to offer, on a private placement
basis, up to 20,000,000 units (the "Units") at a price of
$0.10 per Unit for aggregate gross
proceeds to the Corporation of up to $2,000,000 (the "Offering").
Each Unit will consist of one (1) common share (each, a
"Common Share") in the capital of the Corporation and one
(1) common share purchase warrant (each, a "Warrant"). Each
Warrant shall entitle the holder thereof to acquire one Common
Share at a price of $0.15 (the
"Exercise Price") for a period of twenty-four (24) months
from the closing date of the Offering (the "Expiration
Date"). All securities issuable pursuant to the Offering will
be subject to a four-month hold period from the date of issuance.
The Warrants will be subject to an accelerated expiry if, at any
time after the four-month hold period expires, the closing price of
the Common Shares on the TSX Venture Exchange exceeds $0.30 for 20 trading days, in which event the
holder will be given notice that the Warrants will expire 30 days
following the date of such notice. The Warrants will be exercisable
by the holder during the 30-day period between the notice and the
expiration of the Warrants.
As part of the Offering, it is expected that Hypertechnologie
Ciara Inc. ("Hypertec"), an existing "Control Person" of the
Corporation, will participate in an amount up to $500,000. Hypertec's participation in the
Offering will be considered a related party transaction under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("61-101"). The Corporation
is relying on Section 5.5(a) for an exemption from the formal
valuation requirement and Section 5.7(1)(a) for an exemption from
the minority approval requirement under 61-101, as neither the fair
market value of the Units to be issued to Hypertec nor its
investment will exceed 25% of the Corporation's market
capitalization.
The Offering will be made by way of a non-brokered private
placement in Canada, and otherwise
in those jurisdictions where the Offering can lawfully be made
under applicable prospectus and registration exemptions. The
Offering is expected to close on or about February 29, 2016. The Offering remains subject
to the approval of the TSX Venture Exchange.
The net proceeds of the Offering will be used by the Corporation
for general corporate and working capital purposes. In particular,
the Corporation intends to use the net proceeds to execute on the
plan previously detailed in the February 3,
2016 update. The Corporation's new "go to market" strategy
is focused on building revenues with established distribution and
sales channels in K-12 and Higher Education, where Ormi comes
pre-packaged with large format interactive panels and student
devices. Ormi provides the necessary teaching platform to connect
these devices together, creating a complete BYOD (Bring Your Own
Device) solution.
EXO U now has three distribution contracts signed with
Panasonic, Qomo and Geneeworld, providing sales and distribution
across more than 1,000 resellers in North
America and Europe. EXO U's
primary focus in 2016 will be the U.S. markets, however
Geneeworld's reach in Europe is
believed to show significant opportunities for EXO U with their
competitive line of interactive panels and mobile devices for
classroom settings.
According to the U.S. Department of Education, there are over
13,500 school districts and over 50 million students in the U.S. As
of January 2016, at least 46% have
distributed a BYOD policy. EXO U's Higher Education launch in
spring 2016 is intended to target those 50 million students
attending college full time, where EXO U's senior management team
has significant experience selling into the leading higher
education institutions in the U.S. As previously stated in the
February 3rd update, due
to education sales cycles and procurement, the Corporation is
anticipating the majority of its 2016 revenues to flow in fiscal
third quarter.
Mr Kevin Pawsey, CEO of EXO U,
stated, "This financing provides us with the resources to deliver
against the new go to market strategy implemented in October with
our new management team. In that time, we have signed three major
distribution partners, launched sales activities in Europe and in the U.S., launched the new Ormi
BYOD Platform to positive acclaim, and continued to refine our cost
base, operations and product to deliver a great experience for our
customers".
The news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The securities have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any
state securities laws and may not be offered or sold within
the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About EXO U
EXO U's shares trade on the TSX Venture Exchange under the
ticker symbol EXO.V. EXO U develops an innovative software
platform which enables businesses and educational institutions to
securely mobilize and manage their mobile workforce and students by
delivering engaging experiences spanning desktop and mobile
applications. At the core of EXO U's platform is the smart and
agnostic EXO engine that unifies multiple software platforms,
allowing devices to interact and communicate seamlessly together.
It enables true mobility for businesses and educational
organizations by solving important mobility issues such as
security, privacy, collaboration, and management of application and
content. EXO U's technology agnostic framework delivers to end
users a safe, reliable, and intuitive smart workspace designed for
connecting with people, accessing services, and sharing information
and digital content, while requiring minimal infrastructure and
optional Internet connectivity. It simplifies management of the
entire application lifecycle, freeing the organizations to focus on
building engaging apps that work across different operating systems
and form factors, thus increasing productivity for developers and
reducing total cost of ownership for organizations. By offering an
engaging and exceptional user experience on all computing devices,
without compromising security or protected information, the EXO U
enterprise and education solutions allow organizations to embrace
consumerization and enjoy all the benefits of mobile. For more
information, visit http://www.exou.com and follow us on Twitter
@exo_u.
Disclaimer in Regards to Forward-Looking Statements
Certain statements made in this press release that are not
historical facts, including but not limited to statements with
respect to the completion of the Offering and the use of the net
proceeds thereof, Hypertec's participation in the Offering and the
execution of the Corporation's go to market plan and future product
launches, are forward-looking statements and are subject to
important risks, uncertainties and assumptions. The results or
events predicted in these forward-looking statements may differ
materially from actual results or events. As a result, readers are
cautioned not to place undue reliance on these forward-looking
statements. The forward-looking information contained in this press
release represents EXO U's current expectations. EXO U disclaims
any intention and assumes no obligation to update or revise any
forward-looking information, except if required by applicable
securities laws. For additional information with respect to certain
of these and other assumptions and risk factors, please refer to
EXO U's management's discussion and analysis for the year ended
March 31, 2015, available under the
Company's profile on SEDAR at www.sedar.com.
Neither the 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.
For more information please visit www.exou.com.
SOURCE EXO U Inc