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APV

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0.00 (0.00%)
Share Name Share Symbol Market Type
TSXV:APV TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Correction: Apivio Announces Brokered Private Placement

03/07/2014 6:42pm

Marketwired Canada


A correction has been issued for the release disseminated June 30th at 6:00 AM
ET. The ticker symbol was tagged incorrectly. The complete and corrected release
follows:


NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES 

Apivio Systems Inc. (formerly Moimstone Corporation) ("Apivio" or the "Company")
(TSX VENTURE:APV) is pleased to announce it has entered into an engagement
letter (the "Engagement Letter") with PI Financial Corp. (the "Agent") to act as
Agent on a "commercially reasonable efforts" basis to sell, on a private
placement basis, up to 4,444,445 units ("Units"), at a price of $0.45 per Unit,
for aggregate gross proceeds to Apivio of up to $2,000,000 (the "Private
Placement").


Each Unit will consist of one common share and one-half of one transferable
common share purchase warrant (each whole warrant, a "Warrant") with each
Warrant exercisable by the holder into one common share of the Company at a
price of $0.55 per share for a period of 24 months from the closing date. In the
event that Apivio's common shares trade at a closing price on the TSX Venture
Exchange (the "TSX-V") of greater than $0.85 per common share for a period of 20
consecutive trading days at any time after the closing date of the Private
Placement, Apivio may accelerate the expiry date of the Warrants by giving
notice to the holders thereof and in such case the Warrants will expire on the
30th day after the date on which such notice is given by Apivio. The Company has
also granted the Agent an option to cover over-allotments (the "Over-Allotment
Option") which will allow the Agent to offer up to 666,667 additional Units. The
Over-Allotment Option may be exercised in whole or in part at any time prior to
the closing date of the Private Placement. 


The Private Placement is conditional upon the Company receiving the conditional
approval of the TSX-V to list the common shares underlying the Units and the
Warrants on the TSX-V. Listing will be subject to satisfying all of the
requirements of the TSX-V. All securities issued pursuant to this Private
Placement will be subject to a four month and one day hold period in accordance
with applicable securities laws. The closing date for the Private Placement is
scheduled to occur on or about July 25, 2014, or such other date as agreed to by
the Company and the Agent. The net proceeds from the Private Placement will be
used for working capital and general corporate purposes.


Pursuant to the Engagement Letter, in return for acting as the Company's agent
in the Private Placement, the Agent will be entitled to compensation in the
following form: (a) an 8% commission on the gross proceeds (including any
proceeds pursuant to the Over-Allotment Option) of the Private Placement,
payable in cash; and (b) 8% compensation option coverage on the gross proceeds
(including any proceeds pursuant to the Over-Allotment Option) of the Private
Placement (the "Compensation Options"). Each Compensation Option will be
exercisable for one common share of the Company for a period of two years
following the closing date. The Compensation Options will have an exercise price
equal to the lower of $0.45 (the price per Unit) and the lowest price permitted
by the TSX-V. 


The Private Placement will be exempt from prospectus and registration
requirements of applicable securities laws. This news release shall not
constitute an offer to sell or a solicitation of an offer to sell any of the
securities in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and accordingly, may not be
offered or sold within the United States or to "U.S. Persons", as such term is
defined in Regulation S promulgated under the U.S Securities Act ("U.S.
Persons") except in compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom. This press release does not constitute an offer to sell or
a solicitation of an offer to buy any of the Company's securities in the United
States or to U.S. Persons.


About Apivio Systems 

Apivio Systems Inc. (formerly Moimstone Corporation) is a Canadian technology
company principally engaged in the design, development, marketing, and sale of
communications equipment and software. It has a wholly-owned Korean subsidiary
with a nine year history of supplying VoIP telephone equipment and other
products to major Korean and international telecommunications carriers. For more
information regarding the Company, please refer to its respective public filings
available at www.sedar.com. 


This press release has been prepared by Apivio Systems Inc. (formerly Moimstone
Corporation). Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.


Forward-Looking Statements

Statements contained in this news release that are not historical facts are
"forward-looking information" or "forward-looking statements" (collectively,
"Forward-Looking Information") within the meaning of applicable Canadian
securities legislation. Forward Looking Information includes, but is not limited
to, disclosure regarding possible events, the completion of the Private
Placement, the conditional approval of the TSX-V, anticipated revenue,
conditions or financial performance that is based on assumptions about future
economic conditions and courses of action or otherwise. In certain cases,
Forward-Looking Information can be identified by the use of words and phrases
such as "plans", "expects" or "does not expect", "is expected", budget",
"scheduled", "suggest", "optimize", "estimates", "forecasts", "intends",
"anticipates", "potential" or "does not anticipate", believes", "anomalous" or
variations of such words and phrases or statements that certain actions, events
or results "may", "could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-Looking Information involves known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by the Forward-Looking Information.
Although Apivio has attempted to identify important factors that could affect
Apivio and may cause actual actions, events or results to differ materially from
those described in Forward-Looking Information, there may be other factors that
cause actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that Forward-Looking Information will prove
to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place
undue reliance on Forward-Looking Information. Except as required by law, Apivio
does not assume any obligation to release publicly any revisions to
Forward-Looking Information contained in this news release to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Apivio Systems Inc.
Rob Bakshi
President and Chief Executive Officer
604-244-3700
info@moimstone.com
www.moimstone.com

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