SOURCE: Digital Offering LLC

March 13, 2014 17:21 ET

Digital Offering Announces Launch of MediaShift Securities Offering

Digital Offering to Host Live Webcast for MediaShift on March 25, 2014 at 11:00 am EDT

NEWPORT BEACH, CA--(Marketwired - March 13, 2014) - Digital Offering (www.digitaloffering.com), a next generation, technology-driven investment bank, announced that its client, MediaShift, Inc., will be launching a new offering of securities on the Digital Offering platform today and that Digital Offering will be hosting a live webcast for MediaShift on March 25, 2014 at 11:00 am EDT. The webcast will include a management presentation and a question and answer session. 

Attendees can register for the webcast at http://mediashift.equisolvewebcast.com/virtual-rdshw. The webcast will be archived shortly after it concludes and will be available on the Digital Offering website.

MediaShift is a next-generation digital ad tech company that monetizes WiFi networks and web publishing sites, while offering advertisers access to one of the fastest growing audience platforms targeting on-the-go consumers. MediaShift's patented ad platform is the first in the industry to monetize WiFi networks with advertising at both sign-in and in-session. Advertisers can engage MediaShift's captive on-the-go audience across multiple devices, through videos, app downloads, lead capture, and other sponsored opportunities, while leveraging its proprietary first-party data to reach highly targeted customer segments. For more information, visit www.mediashift.com.

MediaShift is offering 8% unsecured convertible promissory notes with fifty percent warrant coverage. The conversion price of the notes and the exercise price of the warrants is expected to be equal to the lesser of (i) $2.50 or (ii) a ten percent (10%) discount to the price per share paid by investors in the next equity financing round in which the Company raises at least $10 million. The securities that will be issued upon conversion of the notes and upon exercise of the warrants will be the same as the securities that will be issued in the next equity financing round. MediaShift intends to raise a minimum of $4 million and a maximum of $8 million through the sale of the notes and accompanying warrants. The minimum investment amount per investor is $25,000, but MediaShift may accept lower investment amounts in its sole discretion.

The private placement memorandum, subscription documents and other important information for this offering, are available on the "Offerings" page of the Digital Offering website at http://digitaloffering.com/offerings/.

MediaShift has previously announced that its board of directors unanimously approved the voluntary deregistration of its securities under the Securities Exchange Act of 1934 upon the consummation of the next equity financing round in which MediaShift raises at least $10 million. The deregistration will have the effect of terminating MediaShift's status as an SEC reporting company. As a result of the deregistration, MediaShift will no longer be obligated to file reports or other information with the SEC and it will be more difficult to obtain information about MediaShift. In addition, as a result of the deregistration trading in MediaShift securities will be more limited.

About Digital Offering

Digital Offering is a next generation investment bank that utilizes state of the art technology to facilitate the private placement of securities. Digital Offering leverages recent regulatory changes that permit the general solicitation and general advertising of private placements to develop targeted advertising campaigns for its issuer clients. Through a strategic partnership with Euro Pacific Capital, Digital Offering provides issuers with access to thousands of active, high net worth investors. Digital Offering's technology platform levels the playing field by automating the private placement process and giving investors the ability to participate in private placements brokered by Digital Offering exclusively or as co-agent with a variety of other investment banks through Digital Offering's website from any place at any time.

Risks of Investing in Private Placements

Investing in private placements involves a high degree of risk. We expect that the securities to be sold in the private placement will not be publicly traded and, therefore, you may not be able to sell the securities. Additionally, investors will receive restricted securities that may be subject to holding period requirements. Companies seeking private placement investments tend to be in earlier stages of development and investing in such private placements involve a higher degree of risk and uncertainty. Investing in private placements requires high risk tolerance, low liquidity requirements, and long-term commitments. Investors must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

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