VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/14/13 -- 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 they have entered into a subscription agreement outlining the terms of a proposed private placement. The proposed transaction was originally announced by the parties on March 21, 2013 and will, upon completion, constitute SAO's "qualifying transaction" pursuant to the policies of the TSX Venture Exchange (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 $460,000 net of expenses associated with the proposed transaction, in exchange for DSS units (the "Units") at a price of $0.05 per Unit. 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").
Monies raised from the private placement will be used toward marketing and advertising, content development, transaction and related expenses, and working capital and general corporate purposes.
Upon completion of the private placement, SAO intends to distribute the Common Shares and DSS Warrants acquired in the private placement to the shareholders of SAO on a pro-rata basis as a return of capital. Shortly after the distribution of the Common Shares and DSS Warrants to its shareholders, SAO expects to delist its common shares from the Exchange and complete a voluntary dissolution. All unexercised options and broker warrants to acquire shares of SAO will be cancelled upon completion of the return of capital and dissolution.
SAO has called a meeting of its shareholders to, among other things, approve the proposed private placement. The meeting will be held on June 18, 2013. For further details of the meeting and the proposed private placement please refer to the SAO management information circular for the meeting which is posted at www.SEDAR.com. The full text of the subscription agreement is attached as an Appendix to the SAO management information circular.
The parties expect to close the private placement as soon as reasonably possible after receipt of SAO shareholder approval.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements and majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the information circular prepared by SAO in connection with the proposed transactions, any information released or received with respect to the proposed transactions may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
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