Trakopolis IoT Corp. Announces Completion of Subscription Receipts Offering, Closing of Reverse Takeover Transaction, New Credit Facilities and Changes to Board of Directors

CALGARY, AB / ACCESSWIRE / October 28, 2016 / Trakopolis IoT Corp. (TSXV: TKS) (“Trakopolis” or the “Company”, and formerly, Lateral Gold Corp.) today announced that the net escrowed proceeds from the previously announced offering of subscription receipts (the “Offering”) have been released to the Company and the reverse takeover transaction (the “RTO”) with CANHaul International Corp. (“CANHaul”) has closed. Trakopolis also announced that it has entered into a credit agreement among Trakopolis and a syndicate of lenders and has appointed a new board and management team.

Release of Escrowed Proceeds of the Offering

The net proceeds of $5,225,000 from the previously announced Offering, including the full exercise of the over-allotment option granted to Canaccord Genuity Corp. and Echelon Wealth Partners Inc., have been released to the Company. The net proceeds of the Offering will be used for sales and marketing, research and development, general and administrative and other operating expenses of the Company.

Closing of the Reverse Takeover Transaction

Trakopolis has closed the previously announced RTO with CANHaul. Pursuant to the RTO, the Company consolidated its outstanding common shares on a 4:1 basis, continued into Alberta pursuant to the Business Corporations Act (Alberta), changed its name to “Trakopolis IoT Corp.” and CANHaul has become a wholly-owned subsidiary of the Company. The common shares of Trakopolis (the “Trakopolis Shares”) will commence trading on the TSX Venture Exchange (the “TSXV”) as a Tier 1 technology issuer under the symbol “TRAK” once the TSXV’s conditions for listing are satisfied and the TSXV issues its final exchange bulletin confirming the completion of the RTO. After giving effect to the RTO and the Offering, there will be 24,144,622 Trakopolis Shares issued and outstanding (calculated on a non-diluted basis). The Company expects the Trakopolis Shares to resume trading on the TSXV on November 1, 2016.

New Credit Agreement

Trakopolis, through its wholly-owned subsidiary CAN Telematics Inc. (“CAN Telematics”), has entered into a credit agreement (the “Credit Agreement”) among CAN Telematics, B.E.S.T. Active 365 Fund LP, Tier One Capital LP, B.E.S.T. Total Return Fund Inc. and B.E.S.T. Special Purpose Fund 1 LP (collectively, the “Lenders”), dated September 9, 2016, whereby the Lenders agreed to make available to CAN Telematics credit facilities in the aggregate principal amount of up to $2,800,000 (the “B.E.S.T. Funds Facilities”). The B.E.S.T. Funds Facilities are available in a maximum of two advances, of which an initial draw of an aggregate principal amount of $2,300,000 has been made available upon closing of the RTO, with an additional advance of up to $500,000 being made available subject to the terms and conditions set out in the Credit Agreement. The B.E.S.T. Funds Facilities, regardless of their advance date, have a maturity of May 26, 2019. Interest accrues on the outstanding principal amount of the B.E.S.T. Funds Facilities at the rate of 11% per annum.

Pursuant to Trakopolis’ obligations under the Credit Agreement, the B.E.S.T. Funds Facilities have been used, among other things, to payout in full the amended and restated credit facility agreement dated October 6, 2015 among CAN Telematics, Espresso Capital Tax Credit Fund III Limited Partnership and Investment Fund IV Limited Partnership (the “Espresso Facility Agreement”).

Further information regarding the Credit Agreement and the Espresso Facility Agreement can be found in the Company’s final prospectus filed on October 14, 2016 in connection with the Offering, including the joint management information circular incorporated by reference thereto, filed on Trakopolis’ SEDAR profile at www.sedar.com.

New Board of Directors and Management Team

Trakopolis welcomes a new board of directors and management team. The Company will be led by Brent Moore, who has been appointed President and Chief Executive Officer. In addition, Brent Moore, Paul Cataford, Cameron Olson, Frank Turner, Gilbert Sonnenberg, Tracy Graf, Chris Burchell and Anthony Dutton have been appointed as new directors of Trakopolis. Richard Clarke has been appointed Chief Financial Officer and Corporate Secretary for the Company and Laine Hotte and Edward (Ted) Duffield have been appointed as Chief Technology Officer and Chief Revenue Officer, respectively. Alexander Helmel, Patrick Abraham and John Veltheer have resigned as directors of the Company. Additionally, John Veltheer, Mark Gelmon and Marion McGrath have resigned as officers of the Company.

Appointment of New Auditors

As part of the RTO, KPMG LLP, the auditor of CANHaul prior to completion of the RTO, have become the auditors of Trakopolis. There has been no reportable event (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with the Company’s former auditor, Davidson LLP.

Information concerning Trakopolis

Trakopolis provides business intelligence to organizations that require current information concerning the location and status of, and relevant data with respect to, corporate assets such as equipment, devices, vehicles and people. Trakopolis does not manufacture hardware, instead it focuses on software, integrating products from sophisticated vendors that satisfy the evolving needs of customers. Trakopolis provides real-time connectivity and visibility, which increases control, optimization and safety and enhances decision making, customer service and daily management of business operations. As an early adopter of the mobile-first/cloud-first approach with a long-held focus on an open collaborative technology strategy, Trakopolis customers benefit from industry-leading data security through Microsoft Azure, powerful analytics and mobile access to their solution across leading mobile operating systems. Trakopolis’ innovation strategy is built on the pillars of integration and collaboration. Trakopolis’ open architecture system enables the extension of functionality by connecting to complementary software solutions and legacy systems vital to its customers’ ever evolving needs. This collaborative approach has positioned Trakopolis to capitalize on the rapid evolution of the internet of things, as evidenced by new partnerships and products such as ConnectX Lone Worker with Honeywell and Time Based Insurance with InsureMy. Trakopolis’ technology strategy seeks to open a larger addressable market. Trakopolis management believes that Trakopolis’ solutions strongly respond to the needs of companies that require connectivity and visibility, while delivering a customizable and configurable solution to provide deep and sophisticated business intelligence to enterprises from all sectors. Further information concerning Trakopolis can be found under Trakopolis’ SEDAR profile at www.sedar.com.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Brent Moore, President and Chief Executive Officer
Trakopolis IoT Corp.
Telephone: (403) 450-7854
Email: bmoore@trakopolis.com

Cautionary Statements

No securities regulatory authority has expressed an opinion about the securities described herein. No Trakopolis securities have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state, district or commonwealth of the United States (as defined in Regulation S under the U.S. Securities Act). Accordingly, these securities may not be offered or sold, directly or indirectly, within the United States or to or for the account or benefit of any “U.S. Person” (as defined in Regulation S under the U.S. Securities Act), absent an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States or any jurisdiction where such offer or sale would be unlawful, or for the account or benefit of any U.S. Person or person within the United States.

Investors are cautioned that, except as disclosed in the filing statement or other disclosure document prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Trakopolis should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this press release.

Disclaimer for Forward-Looking Information

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the use of proceeds of the Offering and the business and operations of Trakopolis. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

SOURCE: Trakopolis IoT Corp.

ReleaseID: 447912