Snipp Interactive Inc.

March 01, 2012 16:47 ET

Snipp Interactive Inc. (Formerly Alya Ventures Ltd.) Completes Qualifying Transaction and Private Placement

WASHINGTON, DISTRICT OF COLUMBIA--(Marketwire - March 1, 2012) -

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Snipp Interactive Inc., a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"), which maintains its corporate website at www.snipp.com, is pleased to announce that it has completed its qualifying transaction ("Qualifying Transaction") and concurrent private placement (the "Financing") on March 1, 2012.

Further to its news releases of November 18, 2011 and February 27, 2012, the Qualifying Transaction involves an effective merger between Alya Ventures Ltd. (now Snipp Interactive Inc.) and Consumer Impulse Inc., a corporation existing under the laws of Delaware doing business as "Snipp" and a provider of mobile marketing services to publishers, advertising agencies and brands. As was previously announced, the size of the Financing was increased by 33% resulting in aggregate proceeds of C$2 million due to the strong interest of investors.

As a result of the completion of the Qualifying Transaction, Snipp Interactive Inc. is now listed as a Tier 2 issuer. It is anticipated that trading in its shares ("Shares") will resume on the Exchange on or about March 6, 2012 under the symbol "SPN.V".

Erik Hallstrom, the newly-appointed Chief Executive Officer of Snipp Interactive Inc. said, "Snipp Interactive Inc. is already a proven innovator in the rapidly growing mobile marketing space with a blue-chip client base. The funding transaction allows us to accelerate the scaling of our sales and delivery activities. As a publicly traded company, we offer a rare pure-play opportunity for investors looking to capitalize on the introduction of mobile interactive capabilities into traditional advertising."

Details on the Qualifying Transaction and Financing

The Qualifying Transaction involved the acquisition of all of the issued and outstanding securities of Consumer Impulse Inc. by Snipp Interactive Inc., which issued to the shareholders of Consumer Impulse Inc. an aggregate of 22,742,305 Shares and 6,188,688 warrants (each, a "Warrant"). As previously announced, each Warrant is exercisable for one Share at an exercise price of $0.13 per Share until March 1, 2017. For more details on the Qualifying Transaction please refer to the filing statement filed on Snipp Interactive Inc.'s SEDAR profile on February 27, 2012.

Concurrently with the closing of the Qualifying Transaction, Snipp Interactive Inc. completed the Financing of 13,333,333 units (each, a "Unit") at a price of $0.15 per Unit for aggregate proceeds of $2 million. Each Unit consists of one Share and one share purchase warrant entitling the holder to purchase one Share at an exercise price of $0.22 per Share until March 1, 2013 and at an exercise price of $0.27 until March 1, 2014. The Units were sold on a brokered "commercially reasonable efforts" basis by Union Securities Ltd. (the "Agent") pursuant to the agency agreement dated February 27, 2012 between Snipp Interactive Inc., Consumer Impulse Inc. and the Agent.

As compensation for its services in the Financing, the Agent received a commission of $140,000 and was issued 1,333,333 share purchase warrants, with each warrant being exercisable for an additional Share at a price of $0.22 per Share until March 1, 2013 and at an exercise price of $0.27 until March 1, 2014. The Agent also received a corporate finance fee.

Pursuant to the terms of his employment agreement, Erik Hallstrom has been granted an option to purchase 2,583,440 Shares at an exercise price per Share equal to C$0.15, with such option expiring on March 1, 2017 (the "Hallstrom Option"). The Hallstrom Option remains subject to the approval of disinterested shareholders at the next meeting of shareholders of Snipp Interactive Inc.

The Shares issued in connection with the Qualifying Transaction and the Private Placement and the Shares to be issued pursuant to the exercise of the warrants issued in connection with the Qualifying Transaction and the Private Placement are subject to a hold period expiring on July 2, 2012.

The Shares issued to the Vendors in connection with the Qualifying Transaction, including the Shares to be issued pursuant to the exercise of the Warrants, as well as the Shares to be issued upon the exercise of the Hallstrom Option, are all subject to an escrow agreement which is also available on Snipp Interactive Inc.'s SEDAR profile.

About Snipp Interactive Inc.

Snipp Interactive Inc. (www.snipp.com) provides print publishers, advertising agencies and corporate/consumer brands, including Fortune 500 companies, with a full suite of mobile marketing services in the United States and Canada, and generates revenue by designing, constructing, implementing and managing these mobile marketing services for its customers. Snipp Interactive Inc. is headquartered in Washington, D.C. with international operations in Canada and India.

On behalf of the Board of Directors

Erik Hallstrom, Chief Executive Officer

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Snipp Interactive Inc.'s current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the closing of the Qualifying Transaction. Such statements and information reflect the current view of Snipp Interactive Inc. with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Snipp Interactive Inc. undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

Snipp Interactive Inc. cautions that the foregoing list of material factors is not exhaustive. When relying on Snipp Interactive Inc.'s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Snipp Interactive Inc. has also assumed that material factors will not cause any forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

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