Digital Shelf Space Announces a $2,500,000 Non Brokered Private Placement Offering
April 21 2011 - 8:30AM
Marketwired
Digital Shelf Space Corp. (the "Company" or "DSS") (TSX VENTURE:
DSS) is pleased to announce that subject to approval of the TSX
Venture Exchange, the Company intends to complete a non-brokered
private placement to raise up to $2,500,000 in funds (the
"Offering"). The Offering will consist of 11,363,636 units at a
price of $0.22. 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 $0.30 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
$0.45 for ten (10) consecutive days, the Offering Warrants, if
unexercised, will expire 30 days thereafter. The Offering will have
a minimum subscription of 45,455 units ($10,000).
The Company has agreed to pay a finder's fee to CB Capital
Partners Inc. equal to 7% of the gross proceeds received by the
Company from purchasers of units sold in the Offering introduced by
or through CB Capital Partners Inc. Additionally, the Company has
agreed to issue CB Capital Partners Inc. an option to purchase such
number of common shares of the Company having a value equal to 7%
of the amount purchased in the Offering, excluding amounts
purchased by insiders, or their affiliated entities, or existing
shareholders of the Company (the "CB Capital Warrants"). The CB
Capital Warrants have the same exercise price, term and
acceleration provisions as the Offering Warrants.
The Company may also pay a cash finder's fee to other entities
("Finders") equal to 7% of the gross proceeds received by the
Company from purchasers of units sold in the Offering introduced by
or through such Finders, and/or an option to purchase such number
of common shares of the Company having a value equal to 7% of the
amount purchased by purchasers of units sold in the Offering
introduced by or through such Finders (the "Finders Warrants"). The
Finders Warrants have the same exercise price, term and
acceleration provisions as the Offering Warrants.
Monies raised from this financing will be used toward marketing
and advertising, content development and new projects, software and
IT development, transaction and related expenses, and working
capital and general corporate purposes.
About Digital Shelf Space Corp.
Digital Shelf Space is an independent producer of home
entertainment content and online delivery technology provider to
digital retailers, content owners and aggregators. Digital Shelf
Space's proprietary technology platform has been custom built to
deliver home entertainment content directly to consumers. The
platform blends e-commerce functionality and paid DVD, digital
download and streaming video delivery. For more information please
visit www.digitalshelfspace.com and to view our recently launched
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 604.736-7944 (FAX) jeff(at)digitalshelfspace.com
www.digitalshelfspace.com Investor Cubed Inc. Investor Relations
(647) 258-3311 or Toll Free: (888) 258-3323 (416) 363-7977 (FAX)
info(at)investor3.ca
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