Share |

ID Watchdog, Inc. Reports Second Closing of Private Placement of Convertible Debt for Total Aggregate Gross Proceeds of $1,703,880

11/19/2009 [ACCESSWIRE]

DENVER, CO - November 19, 2009 - ID Watchdog, Inc. (TSX.V: IDW, OTCQX: IDWAF) (the "Company") announced today that, further to its press release of October 22, 2009, the Company completed a second closing of senior extendable deferred convertible notes (the "Notes") for aggregate gross proceeds of $59,400. The total aggregate gross proceeds raised pursuant to the private placement of Notes is $1,703,880 (the "Private Placement"). Certain directors, officers and consultants of the Company subscribed for Notes pursuant to the Private Placement.

Each unsecured Note matures in April 2010 but may be extended by the Company for an additional six months upon payment of an extension fee. The Notes bear interest at the rate of 10% per annum and, if the principal amount of the Notes is not repaid at maturity, the Notes will be convertible into ordinary shares in the capital of the Company (each, an "Ordinary Share") at a rate of U.S.$0.2569 (the closing price of the Ordinary Shares on the TSX Venture Exchange on October 21, 2009) per $1,000 in principal amount of Notes, which conversion would result in the issuance of an aggregate of 6,632,453 Ordinary Shares. In connection with the issuance of the Notes, the Company also issued to the subscribers 1,946 Ordinary Share purchase warrants (each, a "Warrant") per $1,000 in principal amount of Notes, for an aggregate total of 3,315,750 Warrants. Each Warrant entitles the holder thereof to purchase one Ordinary Share at an exercise price to be determined based on certain future conditions and expires five years from the date of issuance. If the principal amount outstanding under the Notes is not repaid at the maturity date the Company will be required to issue an additional 1,946 Warrants per $1,000 in principal amount of Notes, or an additional 3,315,750 Warrants in the aggregate.

Laidlaw & Company (UK) Ltd., the exclusive placement agent for the Private Placement, received an initial cash fee of U.S.$15,000, a cash commission equal to 10% of the aggregate gross proceeds of the Private Placement and broker warrants to acquire an aggregate of 959,823 Ordinary Shares (or 1,279,811 Ordinary Shares if the principal amount outstanding under the Notes is not repaid at the maturity date) which represents 10% of the aggregate of (i) the Ordinary Shares issuable upon conversion of the Notes, plus (ii) the number of Ordinary Shares issuable upon exercise of the Warrants. The broker warrants are exercisable on the same terms as the Warrants.

The securities issued in connection with the Private Placement will be subject to a four month hold period under applicable Canadian securities legislation in addition to any U.S. resale restrictions for U.S. subscribers.

The Corporation plans to use the proceeds for general working capital purposes including, among other things, development of new and enhanced products.

The offer and sale of the securities issued in the private placement will not be registered under the United States Securities Act of 1933 or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the United States Securities Act of 1933 and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the laws of such state.

About ID Watchdog, Inc.

Headquartered in Denver, ID Watchdog is the only identity theft detection and resolution company that provides patent-pending, three-tiered comprehensive monitoring, detection and resolution for identity theft. Unlike its competitors, ID Watchdog proactively detects identity theft problems at their source. Developed with the assistance of national consumer advocacy groups; the U.S. Postal Service; federal, state and local law enforcement agencies, and state and local Attorneys General, ID Watchdog's service is focused on detecting the source of identity theft problems as early as possible, in as many places as possible, and taking immediate corrective action on behalf of the consumer. For more information, please visit www.IDwatchdog.com.

This news release includes certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 which address future events and conditions which are subject to various risks and uncertainties. The actual results could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are disclosed in the company's filings with Canadian regulators at www.sedar.com. ID Watchdog assumes no obligation to update the forward looking statements of management beliefs, opinions, projections, or other factors should they change.

Contact:

Investor Relations:

Felicia Morgan

ID Watchdog, Inc.

303-339-8099

InvestorRelations@idwatchdog.com

www.idwatchdog.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

TOR_LAW\ 7248241\2


Back