Redline Communications Announces $10 Million Bought Deal Private Placement

TORONTO, July 9, 2013 /CNW/ - Redline Communications Group Inc. (the "Company") (www.rdlcom.com TSX: RDL), a leading provider of broadband wireless solutions for machine-to-machine (M2M) communications, is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Cantor Fitzgerald Canada Corporation and including Cormark Securities Inc., Stifel Nicolaus Canada Inc., Byron Capital Markets Ltd. and Canaccord Genuity Corp. (collectively the "Underwriters") in connection with a bought deal private placement of 1,667,000 units of the Company (each, a "Unit") at a price of $6.00 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of $10,002,000 (the "Offering").  Each Unit shall be comprised of one common share of the Company (each, a "Common Share") and one-half (1/2) Common Share purchase warrant (each, a "Warrant").  Each whole Warrant shall be exercisable to acquire an additional Common Share (each, a "Warrant Share") at an exercise price of $8.00 per Warrant Share for a period of 24 months following the closing of the Offering.

The Company has also granted the Underwriters an option (the "Underwriter's Option"), exercisable in whole or in part up to 48 hours prior to closing of the Offering, to purchase up to an additional 530,000 Units at the Issue Price.  If the Underwriter's Option is exercised in full, the total gross proceeds of the Offering to the Company will be $13,182,000.

The proceeds of the Offering will be used by the Company to assist in the implementation of Redline's growth strategy including product development, working capital and general corporate purposes.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange and the satisfaction of other customary closing conditions.  Closing is expected on or about July 30, 2013.  All securities issued pursuant to the Offering will be subject to a statutory four-month hold period in accordance with Canadian securities legislation.

In addition to the cash commission payable to the Underwriters, the Company shall grant to the Underwriters compensation options (the "Compensation Options") exercisable to acquire that number of Common Shares of the Company as is equal to 6% of the number of Common Shares issued pursuant to the Offering.  The Compensation Options shall be exercisable for a period of 18 months following the closing of the Offering at an exercise price of $6.00 per Common Share.

This news release does not constitute an offer to sell or a solicitation of an offer to buy 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 may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Redline Communications
Redline Communications (www.rdlcom.com) is the innovator of Virtual Fiber™, a specialized wireless broadband system used by companies and governments worldwide to cost-effectively deploy distributed services and applications.  Redline Virtual Fiber™ solutions are used to facilitate and enhance public safety networks, deploy and extend secure networks, connect digital oil fields and smart grids, and bring dedicated Internet access wherever and whenever it's needed. Redline has been delivering powerful, versatile and reliable wireless systems to governments, the military, oil and gas, and the telecom industry for over a decade through its global network of certified partners. For more information visit www.rdlcom.com.

Forward Looking Statements

Certain statements in this release may constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking statements can be identified by terms such as "could", "expect", "may", "will", "anticipate", "believe", "intend", "estimate", "plan", "potential", "project" or other expressions concerning matters that are not historical facts. Readers are cautioned not to place undue reliance upon any such forward-looking statements.

Such forward-looking statements are not promises or guarantees of future performance and involve both known and unknown risks and uncertainties that may cause the actual results, performance, achievements or developments of Redline to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements, by their nature, are based on certain assumptions regarding expected growth, management's current plans, estimates, projections, beliefs, opinions and business prospects and opportunities (collectively, the "Assumptions"). While the Company considers these Assumptions to be reasonable, based on the information currently available, they may prove to be incorrect.

SOURCE: Redline Communications Group Inc.

Communications
Lynda Partner
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Investor Relations
Cory Pala
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