SPoT Coffee (Canada) Ltd.

SPoT Coffee (Canada) Ltd.

April 20, 2012 12:10 ET

SPoT Coffee Closes Debenture Financing: Proceeds Fund New Cafes

TORONTO, ONTARIO--(Marketwire - April 20, 2012) - SPOT COFFEE (CANADA) LTD. (TSX VENTURE:SPP) ("SPoT" or the "Company") is pleased to announce the Company has closed a $250,000 debenture financing with the proceeds available to fund the Company's new café expansion program. The sole investor of the financing is Toronto-based Curvature Fund, participating at a price of $1.00 per unit (each a "Unit") and subscribing for 250,000 total Units. Each Unit consists of a $1.00 par value note (a "Note") and two common share purchase warrants (each a "Warrant"). The Note represents a $250,000 5-year 9% secured subordinated promissory note and each Warrant entitles Curvature Fund to acquire one additional common share of the Company at a price of $0.25 for a period of five years from closing.

The capital will be utilized by SPoT to assist with the funding of the Company's ongoing new café expansion program which includes SPoT Park Place in North York, Toronto and SPoT Transit Road in Buffalo, New York scheduled to open this summer.

SPoT is also announcing that it is presently arranging a non-brokered equity private placement for total proceeds of up to $1,000,000 at a price of $0.20 per unit (each an "Equity Unit"). Each Equity Unit will consist of one common share in the capital of SPoT (a "Common Share") and one-half of one common share purchase warrant (each an "Equity Warrant"). Each whole Equity Warrant will entitle the holder to acquire one additional Common Share at a price of $0.30 for a period of three years from closing. The Common Shares and Equity Warrants issued in connection with the private placement will be subject to a statutory four-month hold period in accordance with applicable securities laws. This financing is subject to final approval by the TSX Venture Exchange.

The proceeds of the equity private placement will also be applied for the development of new SPoT cafés this year in Saratoga Springs, Albany, Syracuse and Ithaca, New York. The Company is actively engaged at the present time in securing prime locations for its intended growth in this vibrant part of Upstate New York.

About SPoT

SPoT ( designs, builds and operates community-oriented cafés that provide its customers from every lifestyle and culture with the highest quality service, signature light meals and in- house roasted gourmet coffee. The current SPoT management team and directors have been successfully operating company-owned cafés since 2004.

Each SPoT café is a popular and friendly gathering place for its community where specialty coffee, upscale beverages, fresh baked goods, signature sandwiches, soups, salads and gourmet pizza, cakes, pastries and home baked goods are offered and enjoyed by its patrons in a warm, friendly and home-like environment.

The Company currently operates seven cafés that range in size from 2,000 to in excess of 4,000 sq. ft. with three more cafés currently under development. SPoT is currently evaluating several locations as part of its North American expansion.

Unlike other conventional gourmet coffee houses and quick service restaurants that are built on uniformity of product and style, each SPoT café maintains several unique and key features, including:

  • Dedication to create a friendly environment that nourishes and intensifies a sense of gathering and of community;

  • In-house roasting and blending SPoT's own award-winning premium Arabica coffee;

  • Unwavering commitment to offer the customers of the Company the highest quality products and services;

  • Innovative and varying café designs that consider both the culture and flavor of the specific communities of each café;

  • Choice of corner locations for each SPoT café at the center of their neighborhoods;

  • Ability to offer intimate and warm ambiances in each café to suit the social and private moods of SPoT's patrons; and

  • Trained and dynamic service staff that are proud to call themselves "SPoTters" who enjoy serving their customers and make them feel at home.

Forward Looking Statements

Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, the Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

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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