VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 03/21/13 -- Digital Shelf Space Corp. (the "Company" or "DSS") (TSX VENTURE: DSS)(OTCQX: DTSRF) and Spara Acquisition One Corp. ("SAO") (TSX VENTURE: SAO.P) are pleased to announce that subject to approval of the TSX Venture Exchange (the "Exchange") they have entered into a letter of intent (the "LOI"), pursuant to which SAO will subscribe for common shares (the "DSS Shares") of DSS, which, upon completion, will constitute SAO's "qualifying transaction" pursuant to the policies of the Exchange.
Under the proposed terms of the private placement, SAO will invest all of its available cash reserves, which are estimated to be approximately $500,000 net of expenses associated with the proposed transaction, in exchange for DSS units (the "Units") at a price of $0.05 per Unit (subject to adjustment under certain circumstances). Each Unit shall be comprised of one DSS common share (a "Common Share") and one DSS warrant exercisable to acquire a Common Share for three (3) years at an exercise price of $0.10 (a "DSS Warrant").
It is proposed that on closing of the private placement Jason Sparaga, a current director of SAO, will be appointed to the board of directors of DSS. Mr. Sparaga is the President of Spara Capital Partners Inc., a provider of customized investment and merchant banking solutions to owners of private businesses in matters relating to liquidity, growth or transition, which Mr. Sparaga founded in 2001. Mr. Sparaga has specific expertise in raising capital, the succession or sale of privately owned businesses, management buy-outs, and turnarounds. He is the founder and former Managing Director of TL Corporate Finance Inc. and has held positions with PriceWaterhouseCoopers LLP and BDO Dunwoody LLP.
"The Board of SAO are very seasoned and experienced businessmen, and it is a great vote of confidence for DSS and our business strategy to receive the financial and human capital support from SAO," said Jeffrey Sharpe President and CEO of DSS. "We are thrilled to have 'Bay Street' experience joining our Board in Jason Sparaga."
"We are excited about the opportunities open to Digital Shelf Space and feel that this transaction will bring value to Spara Acquisition One Corp's shareholders" said Jason Sparaga, CEO of SAO. "We believe Digital Shelf Space is a great partner for our qualifying transaction."
As a result of the LOI, DSS has also mutually agreed with Four Winds Financial Investments S.A., effective immediately, to terminate the loan agreement between the parties dated September 19, 2012, and at the same time has secured a short term bridge loan from two private lenders (the "Bridge") for an aggregate loan amount of $200,000. The Bridge is secured by the Company's assets, has a term of sixty (60) days, unless otherwise extended by mutual agreement of the parties. The Bridge has an interest rate of $2500 per $100,000 borrowed, for each thirty (30) day period or part thereof. In addition the Bridge allows the lender in their sole discretion, in place of being repaid the monies owing within the term, to participate in the convertible debenture under the same terms and conditions defined below, with a 20% increase to the principal amount loaned.
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