Digital Shelf Space Announces a $1,500,000 Brokered Private Placement Offering
11 Febbraio 2012 - 12:51AM
Marketwired
Digital Shelf Space Corp. (TSX VENTURE:DSS)(OTCQX:DTSRF) (the
"Company" or "DSS") is pleased to announce that subject to approval
of the TSX Venture Exchange, the Company intends to complete a
brokered private placement through Fin-XO Securities Inc.
("Fin-XO") to raise up to $1,500,000 in funds (the "Offering"). The
Offering will consist of up to 10,000,000 units at a price of
$0.15. Each unit will consist of one common share and one half
common share purchase warrant. Each whole purchase warrant entitles
the holder to purchase one common share of the Company at the price
of $0.25 per common share on or before the date occurring 18 months
following the closing of the Offering (the "Offering Warrants"). In
the event the Company's common shares trade above $0.35 for ten
(10) consecutive trading days, the Offering Warrants, if
unexercised, will expire 30 days thereafter. Prior to closing
Fin-XO shall have the right to increase the number of units issued
pursuant to the Offering by up to 5,000,000 Units under the same
terms and conditions described herein. The private placement is
expected to close on or about February 28, 2012.
The Company has agreed to pay a cash commission to Fin-XO equal
to 7% of the gross proceeds received by the Company from purchasers
of units sold in the Offering, excluding units sold to purchasers
that are insiders or affiliates of the Company. The Company has
also agreed to pay Fin-XO a corporate finance fee of up to
Cdn$15,000, as well as reimburse Fin-XO's reasonable expenses.
Additionally, the Company has agreed to issue Fin-XO broker
warrants (the "Broker Warrants") for the purchase of common shares
in the Company representing that number of common shares equal to
seven (7%) of the units issued, excluding purchasers that are
insiders or affiliates of the Company. The Broker Warrants have an
exercise price of $0.15 per common share on or before the date
occurring 18 months following the closing of the Offering, and in
the event the Company's common shares trade above $0.35 for ten
(10) consecutive trading days, the Broker Warrants, if unexercised,
will expire 30 days thereafter.
Monies raised from this financing will be used toward marketing
and advertising, content development and new projects, transaction
and related expenses, and working capital and general corporate
purposes.
About Digital Shelf Space Corp.
Digital Shelf Space is an independent creator, producer and
distributor of home entertainment content targeted at the fitness
and sports instruction market. Digital Shelf Space's overall
content partnership strategy is to align itself with world-class,
global brand partners. For more information please visit
www.digitalshelfspace.com and to view our flagship project with
Georges St-Pierre, please visit www.gsprushfit.com.
ON BEHALF OF THE BOARD
Jeffrey Sharpe, President & CEO
Forward-Looking Statements
This news release contains "forward-looking information" within
the meaning of the Canadian securities laws. Forward-looking
information is generally identifiable by use of the words
"believes", "may", "plans", "will", "anticipates", "intends",
"budgets", "could", "estimates", "expects", "forecasts", "projects"
and similar expressions, and the negative of such expressions.
Forward-looking information in this news release include statements
about the intention to complete and the details concerning a
private placement offering.
In connection with the forward-looking information contained in
this news release, Digital Shelf Space has made numerous
assumptions, regarding, among other things, expected investor
interest and pricing of the proposed private placement offering.
While Digital Shelf Space considers these assumptions to be
reasonable, these assumptions are inherently subject to significant
uncertainties and contingencies.
Additionally, there are known and unknown risk factors which
could cause Digital Shelf Space's actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information contained herein. Known risk factors
include, among others: the private placement offering may not close
or close on the terms currently contemplated by Digital Shelf
Space; reliance on the health and marketability of celebrity
fitness talent in productions owned by Digital Shelf Space; actual
results from the use of celebrity fitness products may differ
substantially from anticipated results; the substantial investment
of capital required to produce and market video and entertainment
productions, limitations imposed by our financing abilities,
unpredictability of the commercial success of our programming,
difficulties in integrating technological changes and other trends
affecting the entertainment industry.
A more complete discussion of the risks and uncertainties facing
Digital Shelf Space is disclosed in Digital Shelf Space's Filing
Statement dated November 16, 2010 and continuous disclosure filings
with Canadian securities regulatory authorities at www.sedar.com.
All forward-looking information herein is qualified in its entirety
by this cautionary statement, and Digital Shelf Space disclaims any
obligation to revise or update any such forward-looking information
or to publicly announce the result of any revisions to any of the
forward-looking information contained herein to reflect future
results, events or developments, except as required by law.
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 the release.
Contacts: Digital Shelf Space Corp. Jeff Sharpe President and
CEO 604-736-7977 ext. 111 604-736-7944 (FAX)
jeff(at)digitalshelfspace.com www.digitalshelfspace.com
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