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

Digital Shelf Space Corp.

March 06, 2012 08:30 ET

Digital Shelf Space Announces Closing of Over-Subscribed $1,500,000 Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 6, 2012) - 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.

Contact Information

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