NEXA WIRE : Nexaira Announces Private Placement and Other Financing Transactions

March 24, 2011 at 08:10 am EDT

MarketScreener.com By

Nexaira Wireless Inc. ("Nexaira") (OTCBB: NXWI) announced it has closed multiple financing transactions.

Private Placement

The company has closed a private placement consisting of 2.25 million units at a purchase price of $0.10 per unit for a total aggregate of US$225,000. Each unit consists of one common share in the capital of Nexaira and one common share purchase warrant exercisable at a strike price of US $0.15 per share (subject to adjustment) at any time until March 23, 2014. Nexaira issued the 2.25 million of its shares to four US accredited investors.

Nexaira intends to use the cash proceeds to execute new purchase and sale agreements in its target markets, the continued development of the Company's 3G/4G Adaptive Technology Platform (ATP) for secure high availability wireless applications and for general working capital and corporate purposes.

None of the securities offered or sold under the private placement have been or will be registered under the Securities 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 Securities Act. Each of the securities issued will be a "restricted security" under the Securities Act and will be subject to a hold period under applicable US and Canadian securities laws.

Amendment Agreement and Conversion

In addition, on March 21, 2011 the Company entered into an Amendment Agreement with Gemini Master Fund, Ltd. ("Gemini") whereby Gemini agreed to grant a three month extension of the maturity date of the convertible note entered into on August 20, 2010. The maturity date of the Note has been extended from July 31, 2011 to October 31, 2011. In consideration for the extension, on March 21, 2011 Nexaira issued warrants to purchase up to 333,333 shares of its common stock at an exercise price of $0.15 per share until March 21, 2014. The warrants were issued to Gemini, an accredited US investor.

On March 22, 2011, Gemini delivered a notice of conversion with respect to $20,000 of the principal amount of the above Note, dated August 20, 2010, in the principal amount of $400,000 issued by Nexaira to Gemini. Effective March 23, 2011, the $20,000, and $1,172.60 accrued interest thereon, were converted into 289,665 common shares of Nexaira at a deemed conversion price of $0.0730932 per share.

About Nexaira Wireless - The Leader in Secure High Availability Wireless Applications

Nexaira's wireless routing solutions are simple to install, yet provide the advanced management and business class features demanded by the most sophisticated users. Nexaira's routing devices are ideal for secure high availability applications acting as the primary router for wireless or wireline networks or can be used to provide complete device and network redundancy in fail over/fail back applications, and when connecting remote M2M applications using 3G/4G wireless networks. For further information on how Nexaira is uniquely positioned to bridge the gap between wireline and wireless services and provide assurance that business operations continue during wireline network service interruptions visit our website at www.nexaira.com