VANCOUVER, British Columbia, April 12, 2019 (GLOBE NEWSWIRE) -- Targeted Microwave Solutions Inc. (TSXV: TMS; OTCQB: TGTMF) (“TMS” or the “Company”) is pleased to announce that the Company intends to complete a non-brokered private placement offering of the Company’s common shares (the “Offering”) as well as a shares for debt transaction with Claredon Capital Corp. (formerly Lornex Financial Group Inc). (the “Shares for Debt Transaction”). The Company anticipates that the Offering, in combination with the Shares for Debt, will consist of the issuance of an aggregate of 15,000,000 shares of the Company at a price of CAD$0.05 per common share.  The Company anticipates raising aggregate proceeds of CAD$250,000 under the Offering through the issuance of 5,000,000 common shares. Claredon Capital Corp. is expected to receive 10,000,000 common shares under the Shares for Debt Transaction in lieu of a cash repayment to Claredon Capital Corp. to settle CAD$500,000 owed by the Company to Claredon Capital Corp. under an agreement dated October 30, 2018.

The completion of the Offering and the Shares for Debt Transaction are subject to certain conditions, including the satisfaction of any regulatory requirements and receipt of the approval of the TSX Venture Exchange, among others. The closing of the Offering and the Shares for Debt Transaction are expected to occur on or about April 30th, 2019 

The Offering Shares and the Debt Shares will also be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable Canadian securities legislation and TSXV requirements.

This news release does not constitute an offer of securities for sale in the United States or to US Persons. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements

The Company also announces that it has changed its auditor from BDO Canada LLP (the “Former Auditor”) to DMCL (Dale Matheson, Carr-Hilton Labonte LLP) (the “Successor Auditor”) effective March 4, 2019, until the next annual general meeting of the Company. In accordance with National Instrument 51-102, Continuous Disclosure Obligations (“NI 51-102”), the Company has filed a change of auditor notice on SEDAR, together with letters from both the Former Auditor and Successor Auditor, with each lettering confirming agreement with the statements contained in the notice, as applicable. There were no reportable events as defined in NI 51-102 between the Former Auditor and the Company.

“Mr. Gurminder Sangha"

For further information, please contact:

Targeted Microwave Solutions Inc.
Telephone: (778) 995 5833

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about the Company’s planned Offering and Shares for Debt Transaction.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the Offering and Shares for Debt Transaction may not close on the terms and timing currently anticipated, or at all.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company’s ability to complete the Offering and Shares for Debt Transaction, including approval of the TSX Venture Exchange thereon. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.