CounterPath Announces Closing of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 20, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

CounterPath Corporation ("CounterPath" or the "Company") (NASDAQ:CPAH)(TSX:PATH), a global provider of award-winning, over-the-top (OTT) Unified Communications (UC) solutions for enterprises and carriers, announced today the closing of a non-brokered private placement of 539,240 shares of common stock (each, a "Share") of the Company at a price of US$2.20 for gross proceeds of US$1,186,328 (the "Offering").

The net proceeds from the Offering will be used to (1) buildout the Company's Unified Communications-as-a-Service (UCaaS) offerings, (2) expand sales and marketing resources and (3) for general corporate purposes.

Wesley Clover International Corporation the Company's largest shareholder, KMB Trac Two Holdings Ltd. ("KMB") and the Company's executives subscribed for an aggregate of 345,227 Shares. The Offering constituted a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insiders is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 because neither the fair market value of the subject matter of the transaction nor the consideration paid will exceed 25% of the Company's market capitalization. As the Offering is a related party transaction and was announced less than 21 days before its closing, MI 61-101 requires the Company to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company it was necessary to immediately close the Offering and therefore, such shorter period was reasonable and necessary in the circumstances to improve the Company's financial position.

All of the securities issued by the Company in connection with the Offering will be subject to hold periods expiring on November 21, 2017 under Canadian and United States securities laws. None of the securities to be issued will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any State where such offer, solicitation, or sale would be unlawful.