VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 19, 2013) - Digital Shelf Space Corp. (the "Company" or "DSS") (TSX VENTURE:DSS)(OTCQX:DTSRF) previously announced that it intends to complete a brokered private placement in the form of convertible debentures (the "Debentures") through Fin-XO Securities Inc. ("Fin-XO") to raise up to $1,500,000 in funds (the "Offering"). The Debentures shall be unsecured, have a term to maturity of thirty-six (36) months, and carry an interest rate of twelve percent (12%) per annum payable in cash on a semi-annual basis. The principal amount of the Debentures shall be convertible at the holder's option at any time into common shares at a conversion price of $0.10 per common share. The Company shall have the right to force the conversion of the Debentures into common shares in the event that the common shares trade at a price of at least $0.20 for a period of at least fifteen (15) consecutive trading days.
The Company and Fin-XO have agreed to amend the terms of the Offering such that following the one-year anniversary of issuance, rather than the previously agreed six-month anniversary of issuance, the Company shall have the right to redeem the Debentures, in whole or in part, at a premium of five percent (5%) to the principal value of the Debentures being redeemed, plus any accrued interest.
The Company is pleased to announce that, subject to approval of the TSX Venture Exchange, the Company and Fin-XO have also agreed that as part of the Offering, investors may subscribe for Debentures and/or units (the "Units") at $0.05 per Unit. Each Unit will consist of one common share and one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at the price of $0.10 per common share on or before the date occurring 18 months following the closing of the Offering (the "Offering Warrants").
Subject to regulatory approval, Fin-XO shall have the right to increase the gross proceeds of the Offering by up to fifty percent (50%) for total gross proceeds of $2,250,000 under the same terms and conditions described herein by providing written notice to the Company no later than two (2) business days prior to the closing. The Offering is expected to close on or about April 26, 2013.
The Company has agreed to pay a cash commission to Fin-XO equal to 7.5% of the gross proceeds received by the Company from purchasers of the Debentures 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 $7,500 upon closing of the Offering.
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 7.5% of the Units issued, excluding those Units issued to purchasers that are insiders or affiliates of the Company. The Broker Warrants have an exercise price of $0.10 per common share on or before the date occurring 18 months following the closing of the Offering.
Monies raised from the Offering will be used toward marketing and advertising, content development, 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 visit www.digitalshelfspace.com and to view our current projects with Georges St-Pierre and the TOURAcademy®, visit www.gsprushfit.com and www.touracademydvds.com.
This news release contains forward-looking statements and information based on current expectations, including statements as to the terms and closing of the proposed transactions and the uses of proceeds therefrom. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the proposed transactions will occur or that, if the proposed transactions do occur, they will be completed on the terms described above. Several forward-looking statements are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances.
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.