Digital Shelf Space Corp.
TSX VENTURE : DSS
OTCQX : DTSRF

Digital Shelf Space Corp.

February 10, 2012 18:51 ET

Digital Shelf Space Announces a $1,500,000 Brokered Private Placement Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 10, 2012) - Digital Shelf Space Corp. (TSX VENTURE:DSS)(OTCQX:DTSRF) (the "Company" or "DSS") is pleased to announce that subject to approval of the TSX Venture Exchange, the Company intends to complete a brokered private placement through Fin-XO Securities Inc. ("Fin-XO") to raise up to $1,500,000 in funds (the "Offering"). The Offering will consist of up to 10,000,000 units at a price of $0.15. 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 $0.25 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. Prior to closing Fin-XO shall have the right to increase the number of units issued pursuant to the Offering by up to 5,000,000 Units under the same terms and conditions described herein. The private placement is expected to close on or about February 28, 2012.

The Company has agreed to pay a cash commission to Fin-XO equal to 7% of the gross proceeds received by the Company from purchasers of units sold in the Offering, excluding units sold to purchasers that are insiders or affiliates of the Company. The Company has also agreed to pay Fin-XO a corporate finance fee of up to Cdn$15,000, as well as reimburse Fin-XO's reasonable expenses. Additionally, the Company has agreed to issue Fin-XO broker warrants (the "Broker Warrants") for the purchase of common shares in the Company representing that number of common shares equal to seven (7%) of the units issued, excluding purchasers that are insiders or affiliates of the Company. The Broker Warrants have an exercise price of $0.15 per common share on or before the date occurring 18 months following the closing of the Offering, and 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.

Monies 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.

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

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.

Contact Information

  • Digital Shelf Space Corp.
    Jeff Sharpe
    President and CEO
    604-736-7977 ext. 111
    604-736-7944 (FAX)
    jeff(at)digitalshelfspace.com
    www.digitalshelfspace.com