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TORONTO, March 12, 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 a proposed non-brokered private placement of a minimum of
75,000,000 units (the "Units") and up to 125,000,000 Units
at $0.01 per Unit for gross proceeds
of between $750,000 and $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 will entitle 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
$0.05 per Share on a minimum
post-Consolidation basis) 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. If the Consolidation is not
completed, the exercise price will remain $0.05 per Share.
The pricing of the Offering is based on the temporary relief
measures established by the TSX Venture Exchange ("TSXV").
The Offering and its pricing require approval of the TSXV as per
temporary relief criteria set out 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.
The effective date of the Consolidation will occur after TSXV
approval and subsequent to the closing of the Offering, which is
subject to the approval of the TSXV. 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 may pay finders fees to eligible finders of up to
10% cash and 10% finder warrants, with each finder warrant
exercisable into a unit ("Finder Unit") for a period of two
years. Each Finder Unit is comprised of one Share and one
Warrant.
About Internet of Things Inc. (TSX VENTURE: ITT)
(OTC: INOTF) (FRANKFURT:
71T)
Internet of Things Inc. operates data-driven artificial
intelligence and industrial IoT companies that deliver significant
benefit to the verticals they serve. Based in Toronto, Canada, ITT Inc. owns Weather
Telematics Inc., and New Hope Int'l Inc., a joint venture channel
partnership with Shanghai New Hope Data Technology Co. Ltd. and is
headquartered in Toronto,
Canada.
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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.