VANCOUVER, British Columbia, June 19, 2017 (GLOBE NEWSWIRE) -- Tower One Wireless Corp (CSE:TO) (OTCMKTS:TOWTF) (Frankfurt:1P3N) (“Tower One” or the “Company”) announces, further to its January, 2017 private placement of units (the “Placement”) with each such unit comprised of one common share and one common share purchase warrant exercisable at a price of $0.40 per warrant (each a “Placement Warrant”), that it has determined it is in the best interest of shareholders to raise additional capital to fund the aggressive implementation of its South American telecommunications development strategy. The Company does not, however, wish to dilute its current shareholders any further than is absolutely necessary. Accordingly the Company has determined to implement an early warrant exercise program as more particularly described below (the “Incentive Program”). The essential elements of the Incentive Program are that: the Company will (i) reduce the exercise price of the Placement Warrants, and (ii) issue additional warrants (the “Incentive Warrants”) to current Placement Warrant holders in consideration of the early exercise of outstanding Placement Warrants.
Under the Incentive Program, one Incentive Warrant will be granted to Placement Warrant holders for each Placement Warrant exercised within a 30 day period (the “Incentive Period”) beginning on June 21, 2017 and ending on July 21, 2017. Furthermore, the exercise price of the Placement Warrants will be reduced to $0.30 (the “Purchase Price”) if exercised during the Incentive Period. Each Incentive Warrant will be exercisable to acquire one common share of the Company at a price of $0.50 per share for a period of one year from issuance.
In conjunction with the Placement, Tower One issued Mackie Research Capital Corporation (“MRCC”) finder’s warrants (the “Agent’s Warrants”) having the same terms as the Placement Warrants. The Company has determined to include the Agent’s Warrants as part of the Incentive Program.
An estimated 15,484,912 Placement Warrants and 585,117 Agent’s Warrants are available to be exercised during the Incentive Period under the Incentive Program.
During the Incentive Period, the outstanding warrant certificates and uncertificated warrants will evidence the right to acquire one common share and one incentive warrant upon the exercise of a Placement Warrant or Agent’s Warrant (collectively the “Existing Warrants”) and payment of the Purchase Price per Existing Warrant. Registered holder of Existing Warrants are encouraged to exercise their Existing Warrants in accordance with the procedures set forth below as soon as possible and, in any event, prior to 5.00p.m. (Vancouver time) on July 21, 2017 in order to take advantage of the right to acquire a common share at the reduced price of $0.30 per common share and the grant of an Incentive Warrant.
In the event an Existing Warrant holder determines not to participate in the Incentive Program, then following the expiry of the Incentive Period, the warrant holder may exercise Existing Warrants on their original terms.
Procedure for the Exercise of Existing Warrants
Upon commencement of the Incentive Program, registered holder of Existing Warrants may exercise their rights to acquire common shares and Incentive Warrants to which they will then be entitled.
All warrant exercises must be processed through Tower One.
To exercise Existing Warrants during the Incentive Period, until July 21, 2017 by 5:00p.m Pacific Time., a warrant holder must:
1. Surrender the Warrant Certificate(s) representing its Existing Warrants to Tower One by hand or courier at the address noted above.
2. The Warrant Certificate(s) must be submitted together with:
(a) a duly completed and executed subscription in the form on the back of the warrant certificate (the “ Exercise Form”), specifying the number of Existing Warrants that the holder intends to exercise; and
(b) a certified cheque, bank draft or money order in Canadian dollars, payable to or to the order of “Tower One Wireless Corp.” in an amount equal to $.30 multiplied by the number of Existing Warrants that the warrant holder intends to exercise.
All Warrant Certificates surrender for full exercise will be cancelled by Tower One and will be of no further force or effect.
Any Warrant certificate Surrender together with a duly completed and executed Exercise form, and payment of the applicable Purchase Price for the number of common shares and Incentive Warrants will be deemed to be surrendered only upon personal delivery thereof to, or if sent by courier or other means of transmission, upon actual receipt thereof, by Tower One Any use of the mail to transmit warrant certificates is at the risk of the warrant holder. If such documents are to be mailed, it is recommended that registered mail, properly insured, be used with an acknowledgement of receipt requested.
Any warrant holder who holds his/her/its Existing Warrants in uncertificated form through a brokerage firm or other intermediary must contact the brokerage firm or intermediary to arrange exercise.
You may contact Nick Horsley of Tower One at (604) 559-8051 with any questions you may have about the procedure for exercising your Existing Warrants.
Tower One has engaged MRCC to provide services in connection with the Incentive Program, including solicitation of the Placement Warrant holders to participate in the Incentive Program. In consideration of such services, Tower One has agreed, subject to at least sixty percent (60%) of Placement warrant holders exercising their Placement Warrants under the Incentive Program (the “Threshold Event”), to issue MRCC a new warrant (the “Compensation Warrant”) entitling MRCC to acquire units of the Company at an exercise price of $.30 per unit, with each unit being comprised of one common share and one non transferable share purchase warrant entitling MRCC to acquire an additional common share in the capital of the Company at a price of $0.50 per share for a period of one year from issuance. The Compensation Warrant will be issued only upon the Threshold Event having occurred and will have a term of 30 days from its date of issuance. In the event the Threshold Event has not occurred by the expiry of the Incentive Period, the Compensation Warrant will not be issued.
If you have any other questions about the Incentive Program, please contact Robert “Nick” Horsley, at Tower One Wireless Corp. at (604) 559-8051 or by email at nick@toweronewireless.com or alternatively you may contact Jovan Stupar, Managing Director, Venture Investment Banking at Mackie Research Capital Corp. at 416.860. 6786.or by email at jstupar@mackieresearch.com.
About Tower One Wireless Corp
Tower One Wireless was founded in 2015 with a mission to own and operate high-quality cellular network infrastructure sites in South American markets that are experiencing strong growth.
Tower One Wireless focuses primarily on building towers in municipalities where there is limited or no cellular coverage. This enhances the probability of multiple carriers sharing the tower and minimizes competitive risk. Tower One Wireless has assembled a decorated management team, which has top-tier cellular development experience with one of South America's largest tower developers. Tower One Wireless is currently focused on 4G & 5G LTE infrastructure expansion in Latin America.
For further information, please contact:
Robert “Nick” Horsley, Director
nick@toweronewireless.com
(604) 559-8051
The CSE has not reviewed, and does not accept responsibility for the adequacy or accuracy of the contents of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Forward-Looking Statements
This press release contains forward-looking information or forward-looking statements (collectively "forward- looking information") within the meaning of applicable securities laws. Forward- looking information is typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "potentially" and similar expressions, or are those, which, by their nature, refer to future events. Tower One cautions investors that any forward-looking information provided by Tower One is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking information as a result of various factors. The reader is referred to Tower One’s public filings for a more complete discussion of such risk factors and their potential effects, which may be accessed through the Tower One's profile on SEDAR at www.sedar.com.