Contact Information: CONTACT: For China: Lawrence Cheung +86 13918139797 For Hong Kong: Benjamin Chan +852 91622883 MoqiZone Holdings Limited TriPoint Global Equities Mark Elenowitz (917) 512-0822
Trestle Holdings, Inc. (dba MoqiZone Holdings Limited) Completes Additional $900,000 Private Placement for Total of $5,245,000
| Source: MoqiZone
NEWPORT BEACH, CA--(Marketwire - August 11, 2009) - TRESTLE HOLDINGS, INC. (OTCBB : TLHO ), dba
MoqiZone Holdings Limited, completed an additional private equity financing
of $900,000 with 3 accredited investors for a total raise of $5,245,000,
including the $4,345,000 financing Trestle completed on June 1, 2009. Net
proceeds from the offering are approximately $800,000 and will be used
principally to expand capital expenditures to install the MoqiZone WiMax
Network. TriPoint Global Equities, LLC was the placement agent for the
financing.
The Company previously announced that it entered into a Share Exchange
Agreement with MoqiZone Holdings Limited ("MoqiZone Cayman"), a Cayman
Islands corporation, on June 1, 2009. MoqiZone Cayman is the record and
beneficial owner of 100% of the share capital of MobiZone Holdings Limited,
a Hong Kong corporation ("MobiZone Hong Kong") and MobiZone Hong Kong is
the record and beneficial owner of 100% of the share capital of MoqiZone
(Shanghai) Information Technology Company Limited ("Shanghai MoqiZone" and
together with MoqiZone Cayman and MobiZone Hong Kong, the "MoqiZone
Corporations"). As a result of the Share Exchange, MoqiZone Cayman
became Trestle's wholly-owned subsidiary and Trestle's primary operations
consist of MoqiZone Corporations' operations.
Pursuant to the second financing, Trestle issued an additional 90 Units of
securities; each Unit consists of (a) $10,000 of 8% exchangeable
convertible notes of MobiZone Hong Kong due March 31, 2011 (the "Notes"),
(b) three year Class A callable warrants (the "Class A Warrants") to
purchase 2,778 shares of common stock of Trestle, at an exercise price of
$2.50 per share, and (c) three year Class B non-callable warrants (the
"Class B Warrants," together with the Note and the Class A Warrant, the
"Securities") to purchase 2,778 shares of common stock of Trestle at an
exercise price of $3.00 per share. The exercise prices of the Warrants are
subject to weighted average and other anti-dilution adjustments. The
Company anticipates affecting a 1:254.5 reverse stock split (the "Reverse
Stock Split") and once it is effective, each $1,000 principal amount of
Notes will be automatically cancelled and exchanged for one share of Series
A Convertible Preferred Stock. In connection with the Financing, the
Company agreed to file a registration statement for the resale of the
Common Stock underlying the Securities within 150 days from the closing of
this Financing and to use its best efforts to cause, and to maintain, the
effectiveness of such registration statement. The private equity financing
described herein was made pursuant to the exemption from the registration
provisions of the Securities Act of 1933, as amended, provided by Section
4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder. The securities described herein have not been registered under
the Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Additionally, as per the terms of the Share Exchange Agreement, Trestle
will change its name to MoqiZone Holding Corporation, effect the Reverse
Stock Split which will reduce the 179,115,573 currently outstanding shares
of Trestle common stock to 703,794 shares, and authorize for issuance
10,000,000 shares of Trestle preferred stock (including the Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock),
containing such rights, preferences and designations as the board of
directors of Trestle may, from time to time designate; with such actions
expected to go effective after the notice period for the Schedule 14C that
the Company shall file with the SEC and mail to its shareholders of record
in compliance with the requirements of Section 14 of the Exchange Act.
About MoqiZone
MoqiZone Holdings Limited ("MoqiZone") is a leading digital entertainment
delivery platform company that delivers last mile connectivity to Internet
Cafés across China via its proprietary MoqiZone WiMax Network. The MoqiZone
WiMax Network affords the Company with a sustainable, low-cost competitive
advantage for providing last mile connectivity for Internet Cafés, while
increasing the net economic benefit to the primary value chain participants
-- the content providers and the Internet Cafés. The MoqiZone WiMax
Network is currently being deployed in Beijing, Shenzhen & Chengdu in
Sichuan; the Company expects to deploy the Network in 12 additional cities,
which provides a market of approximately 12,000 Internet Cafés, within the
next twenty-four months.
About TriPoint Global Equities, LLC
TriPoint Global Equities, LLC ("TriPoint Global"), a FINRA member firm, is
a boutique investment bank that provides U.S. and non-U.S. companies of up
to $500 million in revenue with capital raising, corporate finance advisory
services and assistance with navigating the regulatory environment for
companies listing on U.S. markets. TriPoint Global maintains specialized
practices in institutional private placements, mergers and acquisitions,
and corporate finance. TriPoint Global has offices in New York and
Washington D.C. For more information visit www.tripointglobalequities.com
FORWARD-LOOKING STATEMENTS
This release contains certain "forward-looking statements" relating to the
business of Trestle, which can be identified by the use of forward-looking
terminology such as "believes, expects" or similar expressions. Such
forward looking statements involve known and unknown risks and
uncertainties, including all business uncertainties relating to reliance on
a limited number of customers, market demand, cyclical nature of our
markets, reliance on key personnel, future capital requirements,
competition in general and other factors that may cause actual results to
be materially different from those described herein as anticipated,
believed, estimated or expected. Certain of these risks and uncertainties
are or will be described in greater detail in our filings with the
Securities and Exchange Commission. These forward-looking statements are
based on Trestle's current expectations and beliefs concerning future
developments and their potential effects on the company. There can be no
assurance that future developments affecting Trestle will be those
anticipated by Trestle. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond the control of the
Company) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by such
forward-looking statements. Trestle undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under
applicable securities laws.