CounterPath Announces Private Placement
Vancouver, BC, Canada — July 18, 2017 — CounterPath Corporation (“CounterPath” or the “Company”) (NASDAQ: CPAH) (TSX: PATH), a global provider of award-winning over-the-top (OTT) Unified Communications solutions for enterprises and carriers, announced today that it intends to complete a non-brokered private placement of up to 600,000 shares of common stock (each, a “Share”) of the Company at a price per Share equal to the greater of (i) the market price (as defined by the Toronto Stock Exchange (the “TSX”)) and (ii) the consolidated closing bid price per Share on the NASDAQ Capital Market immediately before acceptance of the subscriptions (the “Offering”). The Company’s two largest shareholders, Wesley Clover International Corporation and KMB Trac Two Holdings Ltd., the executive officers and certain employees intend to invest in the Offering.
The Offering is expected to close on or about July 20, 2017, or as soon as practicable thereafter, and is subject to approval from the TSX. The net proceeds from the Offering will be used to (1) buildout the Company’s Unified Communications-as-a-Service (UCaaS) offerings, (2) expand sales and marketing resources and (3) for general corporate purposes.
All of the securities to be issued by the Company in connection with the Offering will be subject to hold periods under Canadian and United States securities laws. None of the securities to be issued will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any State where such offer, solicitation, or sale would be unlawful.
Any participation by insiders in the Offering would be a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 because neither the fair market value of the subject matter of the transaction nor the consideration paid will exceed 25% of the Company’s market capitalization.
CounterPath Unified Communications solutions are changing the face of telecommunications. An industry and user favorite, Bria softphones for desktop, tablet and mobile devices, together with Stretto Platform™ server solutions, enable operators, OEMs and enterprises large and small around the globe to offer a seamless and unified over-the-top (OTT) communications experience across both fixed and mobile networks. The Bria and Stretto combination enables an improved user experience as an overlay to the most popular UC and IMS telephony and applications servers on the market today. Standards-based, cost-effective and reliable, CounterPath’s award-winning solutions power the voice and video calling, messaging, and presence offerings of customers such as AT&T, Avaya, BroadSoft, BT, Cisco Systems, GENBAND, Metaswitch Networks, Mitel, NEC, Network Norway, Nokia, Rogers and Verizon.
Chief Financial Officer
Tel: (604) 628-9364