Cell-Loc Location Technologies
Announces $3,000,000 Private Placement
Calgary, AB, November 4, 2005 – Cell-Loc Location Technologies Inc. (TSX-V: LTI)
("CLTI" or the "Company"), a leading developer of
network-based wireless location technology that enables location-based
services, today announced it has retained Loewen & Partners Corporate
Services Inc. to act as agent (the "Agent") in connection with a
private placement offering, on a best efforts basis, of up to 15,000,000 units
("Units") in the capital of the Company for gross proceeds of up to
$3,000,000 at a price of $0.20 per Unit (the "Offering").
Each Unit consists of one common share of
("Common Share") and one half of one common share purchase warrant (a
"Warrant"). Each whole
Warrant entitles the holder thereof to acquire one Common Share at an exercise
price of $0.30 per Common Share, subject to adjustment in certain events, at
any time on or before 4:30 p.m. (Calgary time) on the 24 month anniversary of
the closing of the Offering, subject to adjustment in certain events. The Company has the option to require
exercise of the Warrants in the event that the share price of its Common Share
trades at or above $0.75 for any twenty consecutive days.
In consideration for the services rendered,
the Agent will be paid a cash fee of up to 7% of the gross proceeds raised in
the Offering. In addition, the Agent will be issued options (the "Agent's
Options") entitling the Agent to purchase Units equal to 10% of the Units
sold by the Company pursuant to the Offering. The Agent's Options will be
exercisable at a price of $0.20 per Share of the Company for a period of 24
months after the Closing Date.
Subject to receipt of approval for the
Offering from the TSX Venture Exchange, the securities will be offered for sale
in the Provinces of Alberta, Saskatchewan, Manitoba and Ontario and such other
jurisdictions as the Company may decide, pursuant to certain exemptions from
the registration and prospectus requirements of applicable securities laws. The
private placement is expected to close on or about November 8, 2005. The Common Shares and Warrants issuable as
part of the Units, and the Common Shares issuable on exercise of Warrants, are
subject to a 4 month hold period from the date of closing.
Proceeds from this private placement will be
used to fund the completion of the wireless location network that the Company
is currently deploying in São Paulo, Brazil, and for working capital purposes.
About Cell-Loc Location Technologies Inc.
Cell-Loc Location
Technologies Inc. (www.cell-loc.com) is the developer of a family of
network-based wireless location products that enable location-based services.
Located in Calgary, Alberta, Cell-Loc currently develops, markets and supports
its patented wireless location technology in North and South America and Asia,
with a view to expanding globally. Cell-Loc is listed on the TSX Venture
Exchange under the trading symbol: "LTI."
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For further information about CLTI and the
ongoing technology business, please contact:
Dave Guebert
Vice President, Finance and CFO
Cell-Loc Location Technologies Inc.
Phone: 403.569.5796
Forward Looking Statements: This news release contains certain information that may
constitute forward-looking statements under applicable securities laws. The
reader is cautioned that assumptions used in the preparation of such information,
although considered reasonable by the Company at the time of preparation, may
prove to be incorrect. Actual results achieved may vary from the results
anticipated or implied herein and variations may be material. There is no
representation by the Company that actual results achieved will be the same in
whole or in part as those implied in any forward looking statements.
TSX Venture Exchange has neither approved
nor disapproved of the contents of this news release.
The securities offered have not been
registered under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
in any State in which such offer, solicitation or sale would be unlawful.
Not for distribution to U.S. news wire
services or dissemination in the United States.