2013-11-01 01:40:02 -
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 11/01/13 -- Digital Shelf Space Corp. (the "Company" or "DSS") (TSX VENTURE:DSS) (PINKSHEETS:DTSRF) is pleased to announce that further to its new release dated October 23, 2013, the Company has closed the first stage of its non-brokered private placement (the "Offering") and issued 4,500,000 units at a price of $0.08 per unit for gross proceeds of $360,000. Each unit consists of one common share and one common share purchase warrant. Each whole purchase warrant entitles the holder to purchase one common share of the Company at the price of $0.10 per common share on or before the date occurring 36 months following closing. AlphaNorth Asset Management ("AlphaNorth"), a Toronto based investment manager, has subscribed for 100% of the Offering.
In accordance with applicable securities legislation, securities issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of completion of the Offering.
The second stage of the Offering is subject, in accordance with TSX Venture Exchange policies, to the approval of the shareholders of the Company for the creation of AlphaNorth as a new "Control Person" of Company, as such term is defined in TSX Venture Exchange policies. The Company anticipates that a shareholder meeting to approve the second stage of the Offering and the creation of a new "Control Person" will be called in the next several weeks, and held within the first two weeks of December, 2013, following which the Company anticipates closing the second stage of the Offering. On completion of the first and second stages of the Offering, AlphaNorth will own approximately 25.8% of the issued and outstanding shares of the Company.
The Offering is subject to final regulatory approval.
About Digital Shelf Space Corp.
Digital Shelf Space is an independent creator, producer and distributor of home entertainment content targeted at the fitness and sports instruction market. Digital Shelf Space's overall content partnership strategy is to align itself with world-class, global brand partners. For more information please visit www.digitalshelfspace.com : www.digitalshelfspace.com and to view the Company's products please visit www.gsprushfit.com : www.gsprushfit.com and www.touracademydvds.com.
ON BEHALF OF THE BOARD
Jeffrey Sharpe, President & CEO
Forward Looking Statements
This news release contains "forward-looking information" within the meaning of the Canadian securities laws. Forward-looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "budgets", "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this news release include statements about the intention to complete, and the terms and conditions of the second stage of the Offering; the calling and holding of a shareholder's meeting to approve the second stage of the offering and the creation of a new Control Person; regulatory approval of the Offering; and the Company's strategy, future operations, prospects and plans of management.
In connection with the forward-looking information contained in this news release, the Company has made numerous assumptions, regarding, among other things, the sufficiency of budgeted expenditures in carrying out planned activities. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: the Company may not close the second stage of the Offering on the terms and timing currently anticipated, or at all; the Company may not receive required regulatory and shareholder approval for the Offering; the need to obtain additional financing and uncertainty as to the availability and terms of future financing; the Company may not obtain or generate sufficient funds to continue as a going concern; unpredictability of the commercial success of our programming; the Company may not have sufficiently budgeted for expenditures necessary to carry out planned activities; future operating results are uncertain and likely to fluctuate; the Company may not have the ability to raise additional financing required to carry out its business objectives on commercially acceptable terms, or at all; and volatility of the market price of the Company's shares.
A more complete discussion of the risks and uncertainties facing the Company is disclosed in the Company's Filing Statement dated November 16, 2010 and continuous disclosure filings with Canadian securities regulatory authorities at www.sedar.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Digital Shelf Space Corp.
President & CEO
604.736-7944 (FAX) email@example.com
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