Digital Shelf Space Corp.
TSX VENTURE : DSS

Digital Shelf Space Corp.

May 26, 2011 08:30 ET

Digital Shelf Space Closes Off Non-Brokered Financing After First Tranche Due to Successful Q1 Performance

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 26, 2011) - Digital Shelf Space Corp. (the "Company" or "DSS") (TSX VENTURE:DSS) is pleased to announce that further to its news release dated May 17, 2011, in which the Company closed on a tranche of financing (the "Offering") equal to approximately $1.2M, that the Company has determined that it will formally close off this round of financing due to its strong Q1 financial performance.

CEO and President of DSS Jeffrey Sharpe stated: "We are very pleased with our Q1 performance and ultimately our current cash position. We have assessed our near term finances and feel confident that we are well positioned to continue to reach our milestones over the coming months, while at the same time mitigating against further dilution for our shareholders."

The Company has formally closed its non-brokered private placement and issued 5,575,307 units at a price of $0.22 per unit for gross proceeds of approximately $1.2 million dollars. 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 $0.30 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 $0.45 for ten (10) consecutive days, the Offering Warrants, if unexercised, will expire 30 days thereafter.

The Company paid finder's fees totaling $83,076 and issued 225,282 non-transferrable share purchase warrants as finder's fees. The non-transferrable share purchase warrants issued as finder's fees have the same exercise price, term and acceleration provisions as the Offering Warrants.

"We are focused on implementing our exciting and strategic advertising campaign and growth plan for our GSP RUSHFIT brand, along with driving our overall corporate growth plan as we work to secure new global brand partners in the creation, production and distribution of original content," said Jeffrey Sharpe, CEO and President of DSS.

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 completion of the Offering.

The Offering and payment of finder's fees are subject to final regulatory approval.

Monies raised from this financing will be used toward marketing and advertising, content development and new projects, software and IT development, transaction and related expenses, and working capital and general corporate purposes.

About Digital Shelf Space Corp.

Digital Shelf Space is an independent producer of home entertainment content and online delivery technology provider to digital retailers, content owners and aggregators. Digital Shelf Space's proprietary technology platform has been custom built to deliver home entertainment content directly to consumers. The platform blends e-commerce functionality and paid DVD, digital download and streaming video delivery. For more information please visit www.digitalshelfspace.com and to view our recently launched 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 Company's near term financial needs; the implementation of a strategic advertising campaign and growth plan; securing new global brand partners; and the creation, production and distribution of original content.

In connection with the forward-looking information contained in this news release, Digital Shelf Space has made numerous assumptions, regarding, among other things, final regulatory approval of the private placement offering and the Company's near term financial needs. 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 receive final regulatory approval; the Company may not have be in a position to continue its business plan or operations without additional financing and shareholder dilution in the near term; the Company may not implement a new advertising campaign or growth plan; the Company may not secure any additional brand partners and may not create, produce or distribute any additional content; 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.

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