TORONTO, ONTARIO--(Marketwired - Nov. 23, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
SecureCom Mobile Inc. (the " Company ") (CSE:SCE)(CSE:SCE.CN)(OTC:SCQBF)(FRANKFURT:6SUN) is pleased to announce the closing of a first tranche of, and an increase to, its previously announced non-brokered private placement (the " Offering ") for aggregate gross proceeds of up to $3,065,000 principal amount of senior unsecured convertible debentures (the " Debentures ") of the Company, bearing interest at a rate of 12% per annum and maturing November 22, 2018 (the " Maturity Date "). The Debentures are convertible in whole or in part at the sole option of the holder into units (the " Units ") of the Company at a price of $0.05 per Unit at any time prior to the close of business on the tenth (10) business day immediately preceding the Maturity Date. Each Unit is comprised of one (1) common share (" Common Share ") in the capital of the Company (a " Unit Share ") and one (1) Common Share purchase warrant (a " Warrant "). Each Warrant entitles the holder thereof to acquire one (1) Common Share at an exercise price of $0.08 per share for a period of three (3) years from the date of issuance.
The Company has closed on $1,378,750 of aggregate principal amount of Debentures and intends to close on the remaining principal amount of Debentures within the next week for total gross proceeds of up to $3,065,000. The proceeds from the Offering (the " Proceeds ") shall be placed into an interest bearing trust account for the benefit of the Company, and the Proceeds will not be released to the Company without the written consent of the Debenture holders representing at least 51% of the then outstanding principal amount of Debentures. Notwithstanding the foregoing, $150,000 of the Proceeds shall be released to the Company immediately for use to pay off any outstanding liabilities.
Unless specifically directed in writing by the holder of Units and/or Warrants, conversion of the Debentures and exercise of the Warrants shall be restricted where such conversion or exercise would result in a holder holding greater than 4.99% and/or 9.99% of the outstanding Common Shares of the Company. In such event, the conversion and/or exercise will be limited to an amount that results in a holder receiving a number of Common Shares that, when combined with the other Common Shares of the Company held by such holder, does not exceed 4.99% and/or 9.99% of the outstanding Common Shares of the Company.
In accordance with the terms of the Offering, each of Messers Roland Bopp (CEO, President and Director), Gary Bartholomew (Director), and Stephen Barley (Director) have resigned their positions with the Company, and Mr. Michael Galloro and Mr. Peter Simeon have been appointed as directors of the Company, serving together with Mr. Chris Irwin. Mr. Galloro has also been appointed CEO.
The Debentures and the underlying securities issuable in connection with the Offering are subject to a statutory four month and one day hold period. The Offering remains subject to receipt of final stock exchange and regulatory approval.
About SecureCom Mobile Inc.
SecureCom Mobile Inc. under the brand SecurePair™ develops and markets consumer software and hardware encryption communications products for mobile phones, tablets, and computer-based platforms. Its technology enables people to communicate, in complete privacy, with ease, using voice, text and data messaging. The Company employs cryptographically strong algorithms and protocols to shield communication from surveillance and analysis. Its encryption scheme cannot be circumvented by mobile carriers or other parties, thereby ensuring total privacy. SecureCom Mobile products are available for the Android and coming soon for iOS. See also http://www.securecommobile.com .
SecureCom Mobile Inc. trades on the Canadian Securities Exchange under the symbol SCE and Frankfurt Stock Exchange S6UN WKN#: A12CAR and the OTC Markets under symbol SCQBF.
Forward Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of SecureCom Mobile Inc. including in respect of the proposed Offering. Forward-looking information is based on certain key expectations and assumptions made by the management of SecureCom Mobile Inc., including future plans for the research and development of digital products, including the iOS version, and the effectiveness of the products. Although SecureCom Mobile Inc. believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because SecureCom Mobile Inc. can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. SecureCom Mobile Inc. disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. 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. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the Canadian Securities Exchange, consumer sentiment towards the Company's products, technology failures, competition, and failure of counterparties to perform their contractual obligations and other risks detailed from time to time in the filings made by the Company in securities filings.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information contained in this news release.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
