SPoT Coffee (Canada) Ltd.

SPoT Coffee (Canada) Ltd.

October 11, 2012 14:53 ET

SPoT Coffee Closes Financings for Proceeds of $1,155,000

TORONTO, ONTARIO--(Marketwire - Oct. 11, 2012) - SPOT COFFEE (CANADA) LTD. (TSX VENTURE:SPP) ("SPoT" or the "Company") is pleased to announce the Company has closed its previously announced private placement financing of units (each an "Equity Unit"), which resulted in total proceeds of $955,000. In addition, the Company has also raised a further $200,000 from the issuance of debt units (each a "Debt Unit"). The total proceeds from the issuance of Equity Units and Debt Units is $1,155,000.

Investors under the equity financing have been issued 5,305,554 Equity Units at a price of $0.18 per Equity Unit, with each Equity Unit consisting of one common share of SPoT (a "Common Share") and one-half of one common share purchase warrant. Each whole warrant issued from the equity financing will entitle the holder to acquire one additional Common Share at a price of $0.25 for a period of 3 years from closing.

Investors under the debt financing have been issued Debt Units at a price of $1.00 per Debt Unit, with each Debt Unit consisting of a $1.00 par value note (a "Note") and two common share purchase warrants. The Notes represent 5-year 9% secured subordinated promissory notes and each warrant issued from the debt financing entitles the holder thereof to acquire one additional common share of the Company at a price of $0.25 for a period of five years from closing.

All of the Common Shares, Notes and warrants issued in connection with these financings are subject to a statutory four-month hold period in accordance with applicable securities laws, which will expire on February 12, 2013.

The capital raised under these financings will be utilized by SPoT to assist with the funding of the Company's aggressive expansion plan involving the development of corporate cafés in Southern Ontario and Western New York. SPoT Coffee's ninth café, Park Place, is near completion and preparing to open for the community during this fourth quarter. SPoT Coffee Saratoga Springs café in Upstate New York has commenced the build-out and the Company also anticipates this location to open for the community in the fourth quarter of this year, bringing the total number of operating cafés to ten by the end of 2012. SPoT Coffee reiterates its intention to open its eleventh and twelfth cafés, Glens Falls and Coral Gables, during the first quarter of 2013 and continues to identify new locations for future cafés. SPoT Coffee's 2013 growth plans include a minimum of eight new corporate cafés, additional licensed locations in Florida and a focus on the wholesale and retail distribution of the Company's award winning gourmet roasted coffee.


SPoT Coffee trades on the TSX Venture Exchange under the symbol SPP. SPoT designs, builds and operates community oriented cafés that provides its customers with the highest quality service, signature healthy meals and the world's finest in-house roasted gourmet coffee. Each SPoT café is distinctively designed to meet the uniqueness of the local neighborhood, creating a warm and friendly gathering place for the community. SPoT's commercial business focuses on retail stores, business accounts and third party resellers such as universities and hospitals.

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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