VANCOUVER, May 2 /CNW/ - IP Applications Corp. (TSX-Venture: IPX), a leading provider of outsourced Internet Solutions, today announced that it has closed the previously announced $800,000 financing and completed a number of other matters to align the board and interests of management and staff with the interests of the shareholders. The Company also announced that Mr. Kelly Edmison has been appointed Chairman of the Board. The Board of Directors of the Company now consists of Mr. Edmison, David Roberts and Mark Sampson. The directors are actively seeking an independent director to add to the Board. Chairman Kelly Edmison said "This financing represents the completion of the second stage of the reorganization that we started 15 months ago when the Pender Group made its first significant investment in IP Applications and Mark Sampson took over as President. Collectively, members of the Board and Management, including Pender Growth Fund and Pender Financial Group, now control over 55% of the Company's issued shares. Everyone's interests are now aligned and we have a common goal to enhance shareholder value." The closed non-brokered private placement consists of 2,424,242 common shares at a price of $0.33 per share for gross proceeds of $800,000. Pender Growth Fund (VCC) Inc. and Pender Financial Group Corporation led the financing and certain officers and employees of the Company participated. A total of 2,205,150 warrants held by participants in the private placement were surrendered for cancellation on a one-to-one basis for new warrants, with each new warrant entitling the holder to purchase an additional common share of the Company at $0.35 for the first year and $0.40 for the second year after issuance. The Company also issued 333,333 common shares at a deemed price of $0.75 per share in lieu of cash on the exercise of the Cashless Put Warrants that were issued to Pender Growth Fund (VCC) Inc. in December 2004. The Board of Directors also approved, subject to receipt of regulatory approval, the payment of bonuses to senior management of the Company by way of the issuance of a total of 407,300 common shares at a deemed price of $0.33 per share, of which 195,000 common shares are to be issued upon management meeting certain operating conditions, the re-pricing of a total of 966,620 stock options held by directors, officers and employees to $0.55 per share, and the granting to officers, employees and a new director of options to purchase 456,212 common shares at $0.55 for a period of five years. The re-pricing of options held by directors and officers will be subject to approval by disinterested shareholders at the Company's next annual general meeting. On the closing of this financing and issuance of the management bonus shares, the issued share capital of the Company is 12,136,626 shares, and assuming all conditions are satisfied and necessary approvals contemplated above are granted, the fully diluted share capital will be 16,964,458 shares. About IP Applications IP Applications delivers web services, applications, and support, developed for large-scale providers, designed for individual users. The combination of carrier-grade facilities, mass provisioning capabilities and dedicated technical and sales professionals makes IP Applications a trusted strategic partner to Telecoms, Enterprises and BPL providers. The 24/7 multilingual help desk offers clients and their subscribers a value-added complement to a wide variety of IP products and services such as network monitoring and OSS. Forward Looking Statements The press release may contain forward-looking statements. Actual events or results may differ materially from those described in the forward-looking statements due to a number of risks and uncertainties. Forward-looking statements are based on management's estimates, beliefs and opinions. The company assumes no obligation to update forward-looking statements. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. Signed "Shay Prasad" Shay Prasad Chief Financial Officer
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