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MetroBridge Networks Announces Private Placement
VANCOUVER, B.C. February 12, 2008 – MetroBridge Networks International Inc. (TSX-V: MEB) today announced that it has engaged Jennings Capital Inc. and Canaccord Capital Corporation as its Agents in connection with a proposed private placement, on a fully marketed, best efforts basis, of up to 7,692,307 million units of the Company at a price of $0.26 per Unit, for gross proceeds of up to $2,000,000. The Agents shall be entitled to increase the size of the Offering by up to 100% of the Units, prior to the closing of the Offering. Each Unit consists of one Common Share and one-half of one Common Share purchase warrant. Each whole warrant will entitle the holder to purchase one Common Share of the Company at an exercise price of $0.31 for a period of 24 months from the closing of the Offering.
Net proceeds of the Offering are intended to be used by the Company to complete the previously announced acquisition of WiBand Communications Corp., as well as for working capital and general corporate purposes. The closing of the Offering is conditional upon, inter alia, the closing of the acquisition of WiBand.
The Offering is subject to standard closing conditions, including the approval of the TSX Venture Exchange and any other necessary regulatory requirements. The Units will be offered in certain provinces of Canada by way of a private placement pursuant to applicable prospectus exemptions, and may be offered to U.S. purchasers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities issued pursuant to the Offering will be subject to a 4 month hold period in Canada from the date of the closing of the Offering. Closing of the Offering is expected to occur on or before March 15th, 2008. About WiBand WiBand, established in 1999, is one of the first fixed wireless providers in Canada. WiBand offers custom broadband solutions and enterprise connectivity throughout Manitoba and Alberta, with a network covering over 50,000 square kilometers. WiBand's products range from internet services to sophisticated wide-area and local area networks at speeds up to 2500Mbps. The company is one of the largest providers in Alberta using the SuperNet fiber backbone built by the Alberta government. Their ability to provide fast, efficient and cost-effective solutions to customers sets WiBand apart. About MetroBridge Networks International Inc. MetroBridge, a leading international fixed wireless provider, delivers broadband wireless access using pre-WiMAX and other advanced wireless technologies. Its highly redundant mission critical network provides connections up to 2500Mbps in Canada and the United States. MetroBridge's aggressive growth strategy contemplates acquisitions throughout North America and additional complementary products and services. The Company operates in all market segments including police and 911 services, the financial industry, retailers and businesses of all sizes. MetroBridge was the first Canadian carrier selected to join the WiMAX Forum™ to assist the industry in establishing equipment interoperability. Please visit the Company's website at www.metrobridge.com. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The offered securities mentioned in this news release will not be registered under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. This news release contains "forward-looking statements" within the meaning of application Canadian securities legislation. The words "could", "plan", "expect", "estimate", "anticipate", "project", "predict", "intend", "may", "potential", "believe" and similar expressions and variations thereof are forward-looking statements. These include, but are not limited to, statements respecting anticipated business activities, planned expenditures, corporate strategies, and participation in projects and financing and any other statements that are not historical facts. Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed in the Company's periodic filings with Canadian securities regulators. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The reader is cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this filing. You should carefully review the cautionary statements and risk factors contained in this and other documents that are filed by the Company from time to time with the Canadian securities regulators.
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