Keith Bohn Announces Acquisition of Common Shares of Times Three Wireless Inc.
CALGARY, ALBERTA--(Marketwire - Nov. 5, 2012) -
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Further to disclosure requirements of applicable securities laws, Keith Bohn announces that Location System Solutions Inc. ("LSSI"), a company to which Mr. Bohn has a majority equity ownership and has partial control as a result of being a director and officer, has acquired 5,000,000 common shares ("Common Shares") of Times Three Wireless Inc. ("Times Three") at a deemed issue price of $0.05 per Common Share, such Common Shares issuable pursuant to the terms of a settlement agreement between LSSI and Times Three, whereby the parties agreed to terminate a previously outstanding licensing agreement (the "Licensing Agreement") which required Times Three to build, and to continually upgrade going forward, a wireless location network in the City of Calgary and also granted a renewable license to LSSI to use Time Three's technology to operate such a network. Under the terms of the settlement, Times Three and LSSI agreed to terminate the Licensing Agreement and LSSI agreed to release Times Three from all of its obligations thereunder, in consideration for (among other things) the issuance to LSSI of 5,000,000 Common Shares at $0.05 per share. The 5,000,000 Common Shares acquired by LSSI represent approximately 6.6% of the outstanding Common Shares (after giving effect to a concurrent private placement of 28,000,000 common shares and a separate shares for debt settlement transaction of 7,000,000 common shares).
Immediately following LSSI's acquisition of the 5,000,000 Common Shares, Mr. Bohn owns and controls 7,897,798 Common Shares (inclusive of 2,897,798 Common Shares already owned and controlled by Mr. Bohn), 480,000 options to purchase common shares ("Options") and 250,000 warrants to purchase Common Shares ("Warrants"). The 7,897,798 Common Shares owned and controlled by Mr. Bohn represent approximately 10.4% of the outstanding Common Shares. Assuming Mr. Bohn exercises all of the convertible securities of Times Three held by him as set forth above (being 480,000 Options and 250,000 Warrants) to acquire an aggregate 730,000 Common Shares, Mr. Bohn will own and control an aggregate of 8,627,798 Common Shares, representing approximately 11.2% of the outstanding Common Shares, based on there being 76,698,256 Common Shares of Times Three issued and outstanding.
LSSI (and indirectly Mr. Bohn) acquired the 5,000,000 Common Shares for investment purposes. Mr. Bohn/LSSI may in the future take such actions in respect of his holdings as he/it may deem appropriate in light of the circumstances then existing, including the purchase of additional common shares or other securities of Times Three through open market purchases or privately negotiated transactions, or the sale of all or a portion of his/its holdings in the open market or in privately negotiated transactions to one or more purchasers.
A copy of Mr. Bohn's related early warning report filed with the applicable securities commissions.
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