Digital Shelf Space Secures $500,000 Financing to Facilitate the Launch of GSP RUSHFIT Long Form Infomercial
October 23 2013 - 4:45PM
Marketwired Canada
Digital Shelf Space Corp. (the "Company" or "DSS") (TSX VENTURE:DSS)
(OTCQX:DTSRF) announced today that, subject to the approval of the TSX Venture
Exchange (the "TSXV"), the Company will consolidate all of its outstanding
common shares on a five (5) for one (1) basis (the "Consolidation"). The
Consolidation is expected to become effective during the week of October 28,
2013.
The Company is also pleased to announce that the Company intends to complete a
two stage non-brokered private placement of units of the Company (the "Units")
at a (post-Consolidation) price of $0.08 per Unit for gross proceeds of $500,000
(the "Private Placement"). AlphaNorth Asset Management ("AlphaNorth") a Toronto
based investment manager (the "Subscriber"), has subscribed for 100% of the
Private Placement.
Mr. Jeffrey Sharpe, President and CEO of DSS stated, "We are pleased to have the
overwhelming support of AlphaNorth at such a critical stage in the development
of our organization. We are in the final stages of completing the new GSP
RUSHFIT long form infomercial, which under the terms of our agreement with GAIAM
announced in April of this year (NASDAQ: GAIA) is anticipated to be on air later
this Fall as we head into the peak season for sales of fitness DVDs."
Highlights of the first stage ("Stage 1") and second stage ("Stage 2") of the
Private Placement are set out below:
-- Subject to the approval of the TSXV, and immediately following the
effective date of the Consolidation, the Company intends to close Stage
1 of the Private Placement for a total of 4,687,500 (post-Consolidation)
Units of the Company at a (post-Consolidation) purchase price of $0.08
per Unit for total proceeds of $375,000. On completion of Stage 1 of the
Private Placement, and including the common shares of the Company held
prior to the Private Placement, the Subscriber will own approximately
19.7% of the issued and outstanding common shares of the Company.
-- Each Unit of the Private Placement is comprised of one (post-
Consolidation) common share of the Company and one (post-Consolidation)
common share purchase warrant ("Warrant"), each Warrant entitling the
holder thereof to purchase one additional (post-Consolidation) common
share of the Company at a (post-Consolidation) price of $0.10 for a term
of 36 months following the closing of the Private Placement.
-- Subject to TSX Venture Exchange and the approval of the shareholders of
the Company, the Company intends to close Stage 2 of the Private
Placement for a total of 1,562,500 (post-Consolidation) Units of the
Company at a (post-Consolidation) purchase price of $0.08 per Unit for
total proceeds of $125,000. The Company anticipates that Stage 2 of the
Private Placement will close in the first half of December, 2013.
-- On completion of Stage I and Stage II of the Private Placement, the
Subscriber will own approximately 25.8% of the issued and outstanding
common shares of the Company.
The Subscriber's purchase of 6,250,000 (post-Consolidation) Units, together with
the common shares of the Company that the Subscriber currently holds, will
result in the Subscriber holding more than 20% of the post-Consolidated issued
and outstanding common shares of the Company. In accordance with the TSX-V's
policies, this will constitute a creation of a new "Control Person", and as
such, Stage 2 of the Private Placement requires the approval of the majority of
the disinterested shareholders of the Company. Accordingly, the Company intends
to call a special meeting of the shareholders of the Company (the "Shareholders
Meeting") to approve Stage 2 of the Private Placement and the creation of the
Subscriber as a new "Control Person" of the Company. The Company anticipates
that the Shareholders Meeting will be called in the next several weeks, and held
within the first two weeks of December, 2013.
Following the completion of Stage 1 of the Private Placement, by virtue of
holding more than 10% of the issued and outstanding common shares of the
Company, the Subscriber will be considered a "related party" to the Company and
the Subscriber's participation in Stage 2 of the Private Placement is considered
to be a "related party transaction" within the meaning of applicable securities
laws. The Subscriber's participation in Stage 2 of the Private Placement will be
exempt from the formal valuation requirement of Multilateral Instrument 61-101 -
Protection of Minority Securityholders in Special Transactions as the Company is
not listed on certain specified stock exchanges.
Monies raised from the Private Placement will be used for general working
capital 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 the Company's products please visit
www.gsprushfit.com and www.touracademydvds.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 terms and conditions of Stage 1 and
Stage 2 of the Private Placement; the calling and holding of the Shareholder's
Meeting; regulatory approval of the Private Placement; the use of proceeds of
the Private Placement; and the Company's strategy, future operations, prospects
and plans of management.
In connection with the forward-looking information contained in this news
release, the Company has made numerous assumptions, regarding, among other
things, the sufficiency of budgeted expenditures in carrying out planned
activities. While the Company 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 the
Company'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 Company may not close Stage 1 and/or Stage 2 of the Private
Placement on the terms and timing currently anticipated, or at all; the Company
may not receive required regulatory and shareholder approval for the Private
Placement; the use of proceeds of the Private Placement may not be used as
disclosed herein; the need to obtain additional financing and uncertainty as to
the availability and terms of future financing; the Company may not obtain or
generate sufficient funds to continue as a going concern; unpredictability of
the commercial success of our programming; the Company may not have sufficiently
budgeted for expenditures necessary to carry out planned activities; future
operating results are uncertain and likely to fluctuate; the Company may not
have the ability to raise additional financing required to carry out its
business objectives on commercially acceptable terms, or at all; and volatility
of the market price of the Company's shares.
A more complete discussion of the risks and uncertainties facing the Company is
disclosed in the Company'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 the Company 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Digital Shelf Space Corp.
Jeff Sharpe
President & CEO
604.736-7977 ext.111
604.736-7944 (FAX)
jeff@digitalshelfspace.com
www.digitalshelfspace.com
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