Sphere 3D Closes $4.2 Million "Bought Deal" Financing
November 12 2013 - 4:05PM
Sphere 3D Corporation (TSX-V:ANY) (OTCQX:SPIHF) (the "Company"),
developer of Glassware 2.0™ foundational thin client technology,
announced today it has closed its previously announced "bought
deal" private placement financing for gross proceeds of $4,187,500
(the "Offering").
As described in the Company's press release dated October 25,
2013, the Offering consisted of an aggregate of 1,250,000 units of
the Company (each a "Unit") at a purchase price of $3.35 per Unit.
The Offering was led by Cormark Securities Inc. and the
underwriting syndicate included Paradigm Capital Inc. and Jacob
Securities Inc. (collectively, the "Underwriters").
Each Unit consisted of one common share of the Company (a
"Common Share") and one-half of one Common Share purchase warrant
(each full warrant, a "Warrant"), each Warrant being exercisable to
acquire one Common Share at a purchase price of $4.50 for a period
of 24 months following the closing of the Offering. The Warrants
are subject to an acceleration clause whereby should the Common
Shares trade at $6.00 or more for more than 10 consecutive trading
days on the TSX Venture Exchange (the "TSXV") or other principal
exchange, the Company has the right to issue notice to the warrant
holders to accelerate the expiry date of the Warrants to a period
ending not less than 20 trading days from the date of notice.
The Underwriters received a cash commission equal to 6% of the
gross proceeds of the Offering, were reimbursed for fees and
expenses incurred in connection with the Offering, and received
compensation warrants (the "Broker Warrants") equal to 8% of the
number of Units sold under the Offering. Each Broker Warrant
consists of one Common Share and one-half of one Warrant and is
exercisable at a price of $3.35 per Unit for a period of 24 months
from the closing date, subject to acceleration of the expiry date
of the Warrant in certain instances.
The securities issued in connection with the Offering are
subject to a four-month hold period from the issuance date in
accordance with the policies of the TSXV and applicable securities
laws. The net proceeds of the Offering will be used for sales and
marketing, and general corporate purposes.
The offered securities have not been registered under the U.S.
Securities Act of 1933 (the "Securities Act") and may not be
offered or sold within the United States or to, or for the account
or benefit of, U.S. persons except in certain transactions exempt
from the registration requirements of the Securities Act.
About Sphere 3D Corporation
Sphere 3D Corporation (TSX-V:ANY) (OTCQX:SPIHF) is a
Mississauga, Ontario based virtualization technology solution
provider whose patent pending Glassware 2.0™ technology makes it
possible for incompatible devices and applications to run over the
cloud, without sacrificing performance or security. Sphere 3D's
Glassware 2.0™ ultra-thin client allows third parties to deliver
fully featured products to any cloud-connected device independent
of operating system or hardware. For additional information visit
www.sphere3d.com or access the Company's public filings at
www.sedar.com
Forward-Looking Statements
This release contains forward-looking statements, including,
without limitation, the use of the net proceeds of the Offering.
Forward-looking statements, without limitation, may contain the
words believes, expects, anticipates, estimates, intends, plans, or
similar expressions. Forward-looking statements are not guarantees
of future performance. They involve risks, uncertainties and
assumptions and actual results could differ materially from those
anticipated. Forward looking statements are based on the opinions
and estimates of management at the date the statements are made,
and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
In the context of any forward-looking information please refer to
risk factors detailed in, as well as other information contained in
the company's filings with Canadian securities regulators
(www.sedar.com).
Neither TSXV nor its Regulation Services Provider (as
that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
Not for distribution in the United States or through United
States wire services.
CONTACT: Sphere 3D Contact:
Sphere 3D Corporation
Peter Tassiopoulos, Chief Executive Officer
Tel: (416) 749-5999
Peter.Tassiopoulos@Sphere3D.com
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