Terocelo Inc.
TECHNOCONCEPTS COMPLETES $6 MILLION PRIVATE PLACEMENT AND $8.8 MILLION IN DEBT CONVERSIONS
TechnoConcepts Inc. / Miscellaneous Release of a Corporate-announcement, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- TECHNOCONCEPTS COMPLETES $6 MILLION PRIVATE PLACEMENT AND $8.8 MILLION IN DEBT CONVERSIONS Van Nuys, CA. (February 21, 2007) - TechnoConcepts, Inc. (OTCBB:TCPS), announced today that it completed the private placement of $6 million of investment units to various institutional and individual investors. The capital will be used primarily to accelerate the development and commercialization of the Company’s True Software Radio® technology and for working capital purposes. Westminster Securities Corporation acted as exclusive placement agent for the offering. Investment units for the offering ('Units') were sold at the rate of $30,000 per Unit, each consisting of (a) $30,000 of 8% secured convertible debentures, each convertible into 20,000 shares of the Company’s common stock ('Common Stock') at the rate of $1.50 per share, (b) 10,000 five-year warrants to purchase one share each of Common Stock at an exercise price of $1.90 per share and (c) 10,000 five-year warrants to purchase one share each of Common Stock at an exercise price of $2.75. One investor purchasing $2,250,000 of Units was also granted additional warrants to purchase 1,500,000 shares at $2.00 per share for a period of eighteen months, 750,000 shares at $2.50 per share for a period of five years, and 750,000 shares at $3.50 per share for a period of five years. Contemporaneous with the private placement, the Company successfully negotiated the conversion of $8.8 million of the Company’s Series A 8% Notes into Common Stock at a conversion price of $1.50 per share. For each share of Common Stock into which debt was converted, the holders received one five-year warrant exercisable at $1.90 per share and one five-year warrant exercisable at $2.75 per share. Two investors converting $5,364,539 of Series A Notes were also collectively granted additional warrants to purchase 3,576,360 shares at $2.10 per share for a period of eighteen months, 3,576,360 shares at $2.50 per share for a period of five years, and 3,576,360 shares at $3.50 per share for a period of five years. The Company was further able to extend the repayment date on $658,497 of demand notes to July 31, 2007. The notes were otherwise due at any time upon demand of the holder. In consideration of the extension on repayment, the Company increased the interest rate on those notes to 9%, from 8%. Antonio Turgeon, CEO, stated,'We are pleased to have completed this financing transaction and restructuring process, culminating a long-term recapitalization strategy. Originally, we intended to raise up to $4 million but increased the offering size based on investor appetite. We believe the overwhelming demand from investors in the private placement is the result of the increasing number of business relationships we have created with our True Software Radio® wireless semiconductor technology and the solid execution plan that we are demonstrating with our contracted IPTV business in China.' The Units were offered and sold in reliance upon Rule 506 promulgated under Section 4(2) of the Securities Act of 1933, as amended (the 'Securities Act'). Neither the Units sold, nor the shares of Common Stock issuable upon conversion or exercise of the securities comprising the Units and additional warrants issued in connection with the Units, have been registered under the Securities Act or state securities laws, and they may not be offered or sold absent registration under the Securities Act and applicable state securities laws or an applicable exemption from those registration requirements. While TechnoConcepts has agreed to file a registration statement covering the shares of Common Stock underlying the Units, there can be no assurance that any such registration will be effected. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. About TechnoConcepts Inc. TechnoConcepts (OTCBB:TCPS) designs, develops and markets semiconductors for wireless communications. The Company has developed and patented True Software Radio®, a proprietary technology that creates convergence for the wireless industry. True Software Radio® chipsets are designed to enable cell phones, PDAs, laptops and other mobile devices with different radio frequencies, standards and protocols to adjust by software command so that they can communicate directly with each other, across otherwise incompatible networks, without multiple radios. True Software Radio® chipsets replace the front end, I/F processing, ADC and digital filtering sections of digital radios. Because the technology simplifies design and reduces component costs, the Company believes that True Software Radio® is an ideal platform for Original Equipment Manufacturers (OEMs) and Original Design Manufacturers (ODMs) to develop new wireless broadband, mobile data, cellular and other next-generation wireless applications. More information is available at www.technoconcepts.com. About Westminster Securities Corp. Westminster Securities Corporation is a full service brokerage firm operating in five principal areas: Investment Banking, Research, Account Management, Execution Services, and Clearing Services. Founded in 1971, Westminster is a member of the New York Stock Exchange, National Association of Securities Dealers and the Securities Investor Protection Corporation. Westminster is headquartered at 100 Wall Street, New York, with branch offices in Atlanta, Cyprus, Miami, New York, Spokane, St. Louis and Toronto. More information is available at www.westminstersecurities.com. Safe Harbor Statement under the Private Litigation Reform Act of 1995 Forward-looking statements in this release do not constitute guarantees of future performance. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Such statements may relate, among other things to expected financial and operating results, the expected acceptance of the company's products, the usefulness and benefits of the company's products generally and the acceptance of the company's technological solutions and its ability to achieve its goals, plans and objectives. The risks and uncertainties that may affect forward-looking statements include among others: difficulties providing solutions that meet the needs of customers, difficulty in developing new products, difficulty in relationships with vendors and partners, difficulty in introducing products in the marketplace and gaining acceptance of the same, difficulty gaining necessary governmental approvals, difficulty facing the intense competition present in the wireless communications industry, uncertainty of currency exchange rate fluctuations, the Company's limited operating history, its inexperience in operating internationally and difficulty managing rapid growth. For a more detail discussion of the risks and uncertainties of TechnoConcepts' business, please refer to the company's Annual Report on Form 10K for the fiscal year ended September 30, 2006, filed with the Securities and Exchange Commission, and as subsequently amended. The company assumes no obligation to update any forward-looking statement contained in this press release or with respect to the announcements described herein. Contacts: Media: Beverly Jedynak President Martin E. Janis & Company, Inc. 312-943-1100 ext. 12 bjedynak@janispr.com or Investors: Donald C. Weinberger Managing Member Wolfe Axelrod Weinberger Associates, LLC 212-370-4500 don@wolfeaxelrod.com DGAP 05.03.2007 ----------------------------------------------------------------------
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