VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 23, 2013) - Digital Shelf Space Corp. (the "Company" or "DSS") (TSX VENTURE:DSS) (OTCQX:DTSRF) announced today that, subject to the approval of the TSX Venture Exchange (the "TSXV"), the Company will consolidate all of its outstanding common shares on a five (5) for one (1) basis (the "Consolidation"). The Consolidation is expected to become effective during the week of October 28, 2013.
The Company is also pleased to announce that the Company intends to complete a two stage non-brokered private placement of units of the Company (the "Units") at a (post-Consolidation) price of $0.08 per Unit for gross proceeds of $500,000 (the "Private Placement"). AlphaNorth Asset Management ("AlphaNorth") a Toronto based investment manager (the "Subscriber"), has subscribed for 100% of the Private Placement.
Mr. Jeffrey Sharpe, President and CEO of DSS stated, "We are pleased to have the overwhelming support of AlphaNorth at such a critical stage in the development of our organization. We are in the final stages of completing the new GSP RUSHFIT long form infomercial, which under the terms of our agreement with GAIAM announced in April of this year (NASDAQ: GAIA) is anticipated to be on air later this Fall as we head into the peak season for sales of fitness DVDs."
Highlights of the first stage ("Stage 1") and second stage ("Stage 2") of the Private Placement are set out below:
- Subject to the approval of the TSXV, and immediately following the effective date of the Consolidation, the Company intends to close Stage 1 of the Private Placement for a total of 4,687,500 (post-Consolidation) Units of the Company at a (post-Consolidation) purchase price of $0.08 per Unit for total proceeds of $375,000. On completion of Stage 1 of the Private Placement, and including the common shares of the Company held prior to the Private Placement, the Subscriber will own approximately 19.7% of the issued and outstanding common shares of the Company.
- Each Unit of the Private Placement is comprised of one (post-Consolidation) common share of the Company and one (post-Consolidation) common share purchase warrant ("Warrant"), each Warrant entitling the holder thereof to purchase one additional (post-Consolidation) common share of the Company at a (post-Consolidation) price of $0.10 for a term of 36 months following the closing of the Private Placement.
- Subject to TSX Venture Exchange and the approval of the shareholders of the Company, the Company intends to close Stage 2 of the Private Placement for a total of 1,562,500 (post-Consolidation) Units of the Company at a (post-Consolidation) purchase price of $0.08 per Unit for total proceeds of $125,000. The Company anticipates that Stage 2 of the Private Placement will close in the first half of December, 2013.
- On completion of Stage I and Stage II of the Private Placement, the Subscriber will own approximately 25.8% of the issued and outstanding common shares of the Company.
The Subscriber's purchase of 6,250,000 (post-Consolidation) Units, together with the common shares of the Company that the Subscriber currently holds, will result in the Subscriber holding more than 20% of the post-Consolidated issued and outstanding common shares of the Company. In accordance with the TSX-V's policies, this will constitute a creation of a new "Control Person", and as such, Stage 2 of the Private Placement requires the approval of the majority of the disinterested shareholders of the Company. Accordingly, the Company intends to call a special meeting of the shareholders of the Company (the "Shareholders Meeting") to approve Stage 2 of the Private Placement and the creation of the Subscriber as a new "Control Person" of the Company. The Company anticipates that the Shareholders Meeting will be called in the next several weeks, and held within the first two weeks of December, 2013.
Following the completion of Stage 1 of the Private Placement, by virtue of holding more than 10% of the issued and outstanding common shares of the Company, the Subscriber will be considered a "related party" to the Company and the Subscriber's participation in Stage 2 of the Private Placement is considered to be a "related party transaction" within the meaning of applicable securities laws. The Subscriber's participation in Stage 2 of the Private Placement will be exempt from the formal valuation requirement of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions as the Company is not listed on certain specified stock exchanges.
Monies raised from the Private Placement will be used for general working capital 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 the Company's products please visit www.gsprushfit.com and www.touracademydvds.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 terms and conditions of Stage 1 and Stage 2 of the Private Placement; the calling and holding of the Shareholder's Meeting; regulatory approval of the Private Placement; the use of proceeds of the Private Placement; and the Company's strategy, future operations, prospects and plans of management.
In connection with the forward-looking information contained in this news release, the Company has made numerous assumptions, regarding, among other things, the sufficiency of budgeted expenditures in carrying out planned activities. While the Company 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 the Company'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 Company may not close Stage 1 and/or Stage 2 of the Private Placement on the terms and timing currently anticipated, or at all; the Company may not receive required regulatory and shareholder approval for the Private Placement; the use of proceeds of the Private Placement may not be used as disclosed herein; the need to obtain additional financing and uncertainty as to the availability and terms of future financing; the Company may not obtain or generate sufficient funds to continue as a going concern; unpredictability of the commercial success of our programming; the Company may not have sufficiently budgeted for expenditures necessary to carry out planned activities; future operating results are uncertain and likely to fluctuate; the Company may not have the ability to raise additional financing required to carry out its business objectives on commercially acceptable terms, or at all; and volatility of the market price of the Company's shares.
A more complete discussion of the risks and uncertainties facing the Company is disclosed in the Company'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 the Company 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.