AirIQ Announces $300K Financing and Issuance of Shares for Debt to Directors

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES


AirIQ Inc. (the "Company" or "AirIQ") (TSX VENTURE:IQ), a supplier of wireless
location-based services, today announced that it has signed a non-binding term
sheet for a $300,000 financing comprised of a $150,000 loan and the issuance of
common shares for total consideration of $150,000. In addition, the Company
intends to issue a total of an additional 350,000 common shares in satisfaction
of $28,000 of accrued directors' fees for annual non-executive Board
compensation.


"AirIQ is now entering a growth phase that requires working capital in order to
gain momentum", said Don Gibbs, President and Chief Executive Officer of AirIQ.
"The confidence shown by our Board of Directors in making this investment is
highly appreciated, and evidences their support in the Company's commitment to
build revenues and achieve sustained profitability and positive cash flow,"
continued Mr. Gibbs.


Loan Financing

The Company intends to enter into a term loan agreement for an aggregate of
$150,000 with Mosaic Capital Partners L.P. ("Mosaic") and Donald Gibbs. Mosaic
has agreed to lend $100,000 to the Company and Mr. Gibbs has agreed to lend
$50,000. The term loan shall accrue interest at the rate of 15% per annum, to be
calculated daily, compounded monthly, and payable monthly in arrears. The loan
will be secured by a charge over all of AirIQ's property and will be due and
payable in full one year following the date of advance, which is expected to be
on or before November 9, 2012, subject to the approval of the TSX Venture
Exchange. The loan will not be convertible into shares of the Company. The
Company will pay a placement fee of $3,000 to the lenders to be deducted from
the advance of principal on the loan. Mr. Gibbs is a director and President and
Chief Executive Officer of the Company and Mr. Vernon Lobo, another director of
the Company, is managing director of Mosaic.


Non-Brokered Private Placement

The Company has also arranged a non-brokered private placement for 1,875,000
common shares at a price of $0.08 per share for total gross proceeds of $150,000
(the "Private Placement"). The closing of the Private Placement is expected to
occur on or before November 9, 2012, subject to the approval of the TSX Venture
Exchange. The Company expects that insiders of the Company will subscribe for
more than 25% of the Private Placement. All securities issued pursuant to the
Private Placement will be subject to a four month hold period from the date of
closing, and the proceeds shall be used for general working capital.


There will not be any change of control or the creation of a new control person
as a result of the Private Placement.


The common shares to be issued in the Private Placement have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the "1933
Act") or any applicable securities laws of any state of the United States and
may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or
persons in the United States absent registration or an applicable exemption from
such registration requirements.


Shares for Debt

The Company also intends to satisfy certain indebtedness to members of its Board
of Directors through the issuance of common shares.


The Company's non-executive directors have agreed to accept common shares in
satisfaction of indebtedness due in connection with annual director compensation
in the aggregate amount of $28,000 based on an issue price of $0.08 per common
share. A total of 350,000 shares will be issued; 150,000 to Vernon Lobo, and
100,000 to each of Emmanuel Mounouchos and Mathew Wilson, all current directors
of the Company. The Company has elected to satisfy the indebtedness with shares
in order to preserve its cash for operations.


The share issuance is conditional upon approval by the TSX Venture Exchange. The
common shares issued in satisfaction of the indebtedness will be subject to a
four month statutory hold period from the date of issuance.


The Private Placement and the shares for debt transaction constitute related
party transactions under Canadian Multilateral Instrument 61-101 ("MI 61-101")
by virtue of the participation in such transactions of the directors of the
Company referenced above, but the transactions are otherwise exempt from the
formal valuation and minority approval requirements of MI 61-101.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any of the securities referenced herein, nor shall there be any
offer or sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.


Following completion of the Private Placement and the shares for debt issuance,
AirIQ will have a total of 18,058,947 common shares issued and outstanding.


About AirIQ

AirIQ currently trades on the TSX Venture Exchange under the symbol IQ. AirIQ's
office is located in Pickering, Ontario, Canada. The Company offers a suite of
asset management services that generate recurring revenues from each device
deployed. AirIQ delivers services to two primary markets: Commercial Fleets and
dealers that service Consumer segments. AirIQ provides vehicle owners with the
ability to monitor, manage and protect their mobile assets. Services include:
instant vehicle locating, boundary notification, automated inventory reports,
maintenance reminders, security alerts and vehicle disabling and unauthorized
movement alerts. For additional information on AirIQ or its products and
services, please visit the Company's website at www.airiq.com.


Forward-looking Statements

This news release contains forward-looking information based on management's
best estimates and the current operating environment. These forward-looking
statements are related to, but not limited to, AirIQ's operations, anticipated
financial performance, business prospects and strategies. Forward-looking
information typically contains statements with words such as "hope", "goal",
"anticipate", "believe", "expect", "plan" or similar words suggesting future
outcomes. These statements are based upon certain material factors or
assumptions that were applied in drawing a conclusion or making a forecast or
projection as reflected in the forward-looking statements, including AirIQ's
perception of historical trends, current conditions and expected future
developments as well as other factors management believes are appropriate in the
circumstances. Such forward-looking statements are as of the date which such
statement is made and are subject to a number of known and unknown risks,
uncertainties and other factors, which could cause actual results or events to
differ materially from future results expressed, anticipated or implied by such
forward-looking statements. Such factors include, but are not limited to,
changes in market and competition, technological and competitive developments
and potential downturns in economic conditions generally. Therefore, actual
outcomes may differ materially from those expressed in such forward-looking
statements. Forward-looking statements are provided for the purpose of providing
information about management's current expectations and plans relating to the
future. Readers are cautioned that such information may not be appropriate for
other purposes. Other than as may be required by law, AirIQ disclaims any
intention or obligation to update or revise any such forward-looking statements,
whether as a result of such information, future events or otherwise.


FOR FURTHER INFORMATION PLEASE CONTACT: 
AirIQ Inc.
Donald Gibbs
President and Chief Executive Officer
(905) 831-6444, Ext. 4255
dgibbs@airiq.com
AirIQ (TSXV:IQ)
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