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or Name
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Teslin River Resources Corp (3)
Symbol TLR
Shares Issued 19,537,074
Close 2015-04-17 C$ 0.13
Market Cap C$ 2,539,820
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Teslin RTO target Siyata arranges $4-million financing

2015-05-22 09:15 ET - News Release

Mr. Neil Currie reports

TESLIN ANNOUNCES $4 MILLION BROKERED PRIVATE PLACEMENT

Further to Teslin River Resources Corp.'s planned acquisition of Siyata Mobile Inc., formerly Truckfone Inc., as announced on April 27, 2015, Siyata has engaged Haywood Securities Inc. as its agent to raise gross proceeds of up to $4-million through a brokered private placement of subscription receipts of Siyata at 30 cents per subscription receipt.

The proceeds of the offering will be held in escrow pending completion of the transaction, which is conditional on, among other things, a consolidation of the company's shares on the basis of one postconsolidation share for every 2.2 preconsolidation shares. On closing of the transaction, each subscription receipt will automatically convert into one unit of Siyata, consisting of one common share and one-half of one share purchase warrant. Each full warrant will be exercisable into one common share at a price of 60 cents per share for a period of 24 months from the date of issuance of the warrants. All of the shares and warrants of Siyata will be exchanged into postconsolidation shares and warrants of the company upon the completion of the transaction. All the securities to be issued in the offering will be free trading on closing of the transaction. The offering is expected to close in June, 2015.

Pursuant to the transaction, the Truckfone division of Israeli-based Accel Telecom will be transferred to Siyata. Currently, Truckfone has growing sales in Israel, Europe, Africa, Australia and Canada. The net proceeds from the offering will be used by Siyata for the expansion of marketing efforts of Siyata's products in both Canada and the United States and for general working capital purposes.

Marc Seelenfreund, chief executive officer of Siyata, stated, "We are excited to be working with a leading bank such as Haywood and are confident that they will add tremendous value to Siyata and our shareholders."

The transaction will constitute a reverse takeover and change of business for the company under the policies of the TSX Venture Exchange. Closing of the offering and the transaction is conditional on the receipt of all regulatory approvals, including the approval of the exchange, and cannot close until the required approvals are obtained. There can be no assurance that the offering or the transaction will be completed as proposed or at all. Following the completion of the transaction, it is anticipated that Teslin will become a Tier 1 technology issuer on the exchange. Trading in the common shares of the company will remain halted pending further filings with the exchange.

The parties also announced that the previously announced amalgamation agreement in respect of the transaction has been amended such that Teslin's subsidiary will now amalgamate with Siyata, Accel Telecom's British Columbia incorporated subsidiary through a three-cornered amalgamation. This amendment has no substantive change to the overall terms of the transaction.

We seek Safe Harbor.

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