Digital Shelf Space Announces Closing of Over-Subscribed $1,500,000 Brokered Private Placement
06 3월 2012 - 10:30PM
Marketwired
Digital Shelf Space Corp. (the "Company" or "Digital Shelf Space")
(TSX VENTURE:DSS)(OTCQX:DTSRF) is pleased to announce that the
Company has completed its previously announced CDN$1,500,000
brokered private placement financing (the "Offering") through
Fin-XO Securities Inc. ("Fin-XO"). The Offering was over subscribed
for gross proceeds of CDN$1,562,325.
The Offering consisted of units of the Company at a price of
$0.15 per unit. Each unit consists 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.
In connection with the Offering, the Company has paid a cash
commission to Fin-XO equal to 7% of the gross proceeds raised
pursuant to the Offering (excluding proceeds from the sale of units
purchased by insiders and affiliates of the Company). The Company
has also paid Fin- XO a corporate finance fee of CDN$15,000, and
has reimbursed Fin-XO's reasonable expenses. Additionally, the
Company has issued Fin-XO 708,085 broker warrants (the "Broker
Warrants") for the purchase of common shares in the Company. The
Broker Warrants have an exercise price of $0.15 per common share
and expire 18 months following the closing of the Offering. 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.
In accordance with applicable securities legislation, securities
issued pursuant to the Offering are subject to a hold period of
four months plus one day from the date of the closing of the
Offering.
Funds 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.
The Offering is subject to final approval of the TSX Venture
Exchange.
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
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 use of proceeds from the Offering and
the strategies and future plans of Digital Shelf Space.
In connection with the forward-looking information contained in
this news release, Digital Shelf Space has made numerous
assumptions, regarding, among other things, current financial need
and expected cash runways; and expected growth of sales and
consumer demand. 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 funds raised in the Offering may not be
used as currently planned; retail distribution of GSP RUSHFIT may
not increase in the quantum and in the timeframe anticipated, or at
all; there may be no further retail distributors for the GSP
RUSHFIT series; Direct Response TV spots and traditional
November/December retail fitness section rests may not result in
increased sales of GSP RUSHFIT; the Northern Response partnership
may not grow Digital Shelf Space's retail presence as anticipated;
the substantial investment of capital required to produce and
market video and entertainment productions, the need to obtain
additional financing and uncertainty as to the availability and
terms of future financing, unpredictability of the commercial
success of our programming, difficulties in integrating
technological changes and other trends affecting the entertainment
industry, significant competition in the global economic market,
the possibility the rate of growth of the market for fitness media
will slow, reliance on the health and marketability of celebrity
fitness talent in productions owned by Digital Shelf Space, the
possibility of competition from other ecommerce and online
marketing vendors, the continued strong growth in adoption of
digital media, the possibility of new fitness titles from
traditional large studios that target the male demographic, large
media production companies may move ecommerce operations in-house
rather than outsourcing, reliance on production studios continuing
to outsource ecommerce operations, reliance on a number of key
employees, limited operating history, the possibility of claims
against the intellectual property rights of Digital Shelf Space,
the possibility of infringements upon the intellectual property
rights of Digital Shelf Space, and volatility of the market price
of Digital Shelf Space shares.
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.
This news release contains "forward-looking information" within
the meaning of the Canadian securities laws.
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 &
CEO (604) 736-7977 ext.111 (604) 736-7944 (FAX)
jeff[at]digitalshelfspace.com www.digitalshelfspace.com
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