Spriza Media Inc.
TSX VENTURE : SPZ

Spriza Media Inc.

December 20, 2016 09:00 ET

Spriza Announces Private Placement Financing

CALGARY, ALBERTA--(Marketwired - Dec. 20, 2016) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Spriza Media Inc. (the "Corporation" or "Spriza") (TSX VENTURE:SPZ) announces that it intends to complete a non-brokered private placement of up to 25,000,000 units ("Units") at $0.03 per Unit for total gross proceeds of up to $750,000 (the "Offering"). Each Unit will consist of one common share of Spriza ("Common Share") and one warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at a price of $0.10 per Common Share for a period of 2 years after the issuance of the Warrant ("Expiry Date").

If, at any time after the expiry of the four (4) month hold period applicable to the Common Shares and Warrants comprising the Units, the closing price of the outstanding Common Shares on the TSX Venture Exchange (the "Exchange"), is greater than $0.15 for a period of 10 consecutive trading days, the Corporation may, at its option, accelerate the Expiry Date by giving notice thereof to all holders of Warrants, and, in such case, the Warrants will expire on the date which is the earlier of: (a) the 30th day after the date on which such written notice is given by the Company; and (b) the Expiry Date.

Depending on market conditions, the Corporation reserves the right to increase the maximum gross proceeds under the Offering, subject to the approval of the Exchange.

The Offering is being made pursuant to a waiver granted by the TSX Venture Exchange ("TSX Venture") which permits the Corporation to offer the Common Shares at a price below the TSX Venture's $0.05 minimum pricing requirement. Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Corporation, and any existing shareholders interested in participating in the Offering should contact the Corporation pursuant to the contact information set forth below. The Offering is expected to close on or about January 13, 2017, and the Offering is subject to TSX Venture final acceptance.

The Offering:

The maximum Offering is 25,000,000 Common Shares for gross proceeds of $750,000. The Offering is not subject to any minimum aggregate subscription. The proceeds of the Offering will be used primarily to expand its business through sales and marketing and for general working capital purposes. Assuming the entire $750,000 Offering is completed, the detailed use of proceeds will be as follows:

Intended Use of Proceeds Approximate Amount
Commissions $52,500
Financing costs related to the offering $35,000
Sales and Marketing $280,000
Working Capital $382,500
Total $750,000

Although the Corporation intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from that the uses set forth above, depending on future operations or unforeseen events or opportunities. None of the proceeds of the Offering will be used for payments to Related Parties of the Corporation (as defined in the policies of the TSX Venture). If the Offering is not fully subscribed, the Corporation will apply the proceeds of the Offering to the above uses in such priority and in such proportions as the Board of Directors and Management of the Corporation determine is in in the best interests of the Corporation.

The securities issued in connection with the Offering will be subject to a four month and 1 day hold period from the date of issuance of such securities.

Existing Shareholder Exemption:

Depending on demand and regulatory requirements, a portion of the Offering may be made pursuant to the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors and close personal friends and business associates of directors and officers of the Corporation.

The Corporation has set December 16, 2016 as the record date for the purpose of determining existing shareholders entitled to purchase common shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Common shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Corporation (and still are a shareholder). The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice obtained from a registered investment dealer regarding the suitability of the investment. Unless the Corporation determines to increase the gross proceeds of the Offering and receives TSX Venture approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $750,000, Common shares will be allocated pro rata amongst all subscribers qualifying under all available exemptions.

A finder's fee of up to 7% of the gross proceeds of the Offering may be paid, on all or any portion of the funds raised pursuant to the Offering (not including Existing Shareholder Exemption subscribers).

About Spriza

Spriza's patent pending technology allows brands and agencies to generate unforgettable moments connecting consumers to the brands they love. Our campaigns effectively drive focused and quantifiable returns for our clients by combining incentive-based marketing with audience targeted promotions; turning any marketing effort into a successful, widespread campaign with a measurable impact both to the Brands and Spriza.

Reader Advisory

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the business of the Corporation and the use of proceeds from the Offering. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Neither the 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 this press release.

Contact Information

  • Spriza Media Inc.
    Rob Danard
    Chief Executive Officer
    (403) 614-4441
    rob@spriza.com

    Spriza Media Inc
    Jay Cowles
    Chief Operating Officer
    (403) 470-1818
    jay@spriza.com