Cell-Loc Location Technologies Announces Closing of
Previously Announced Private Placement
Calgary, AB, December 14, 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, is pleased to announce the second tranche
closing of its previously announced private placement. This closing consists of 3,217,000 units
("Units") in the capital of the Company for gross proceeds of $643,400
at a price of $0.20 per Unit (the "Offering"). CLTI retained Loewen & Partners
Corporate Services Inc. to act as its agent in connection with the offering, on
a best efforts basis. The Company
closed the first tranche of the Offering, consisting of 11,515,000 Units, on
November 14, 2005. CLTI raised gross
proceeds of $2,946,000 in the two tranches of this placement. Insiders and employees/consultants
subscribed for $210,000 (7.1%) of the total placement.
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 at any time on or before the 24 month
anniversary of the closing of the Offering.
The Common Shares and Warrants issued pursuant to the Offering are
subject to a four-month hold period expiring on April 15, 2007. 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.
Net proceeds of approximately $600,000 (net
of estimated financing costs of $44,000) from this tranche of the 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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news, please subscribe to CCNMatthews' free news service (www.ccnmatthews.com).
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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.