SoMedia Networks Inc. Arranges Private Placement to Institutional Investors for Gross Proceeds of C$2 Million
May 07 2015 - 8:30AM
Business Wire
SoMedia Networks Inc. (TSX-V:VID) (“SoMedia” or the
“Company”), pioneer of scalable video production solutions,
announces that it has entered into an agreement with Euro Pacific
Canada Inc. (“EPC”), pursuant to which EPC has agreed to act
as agent for the sale of 8,000,000 special warrants of SoMedia (the
“Special Warrants”) at a price of C$0.25 per Special
Warrant, representing aggregate gross proceeds of C$2 million (the
"Offering").
Each Special Warrant entitles the holder thereof to acquire at
any time after the closing date of the Offering (the "Closing
Date"), for no additional consideration, one unit of SoMedia (a
“Unit”), with each Unit comprised of one common share of
SoMedia (a “Common Share”) and one-half of one common share
purchase warrant of SoMedia (each whole common share purchase
warrant, a “Warrant”). Each Warrant will entitle the holder
thereof to purchase one Common Share at an exercise price of C$0.35
per Common Share for a period of 24 months following the Closing
Date.
All unexercised Special Warrants will be deemed to be exercised,
without payment of additional consideration or further action, on
the earlier of: (i) the third business day following the day upon
which SoMedia obtains a receipt for a final prospectus (the
“Final Prospectus”) qualifying the underlying Common Shares,
the underlying Warrants, the common shares of the Company
underlying the Warrants, the Broker Warrants (as defined below) and
the common shares of the Company underlying the Broker Warrants
(collectively the "Underlying Securities") from the
securities regulatory authority in each jurisdiction where the
Final Prospectus is filed; and (ii) the date that is four months
and one day following the Closing Date. It is intended that the
Final Prospectus will be filed in Ontario, Alberta, British
Columbia (the "Qualifying Jurisdiction") and such other
jurisdictions as SoMedia and EPC may agree.
SoMedia will use its commercially-reasonable efforts to file and
obtain a receipt for the Final Prospectus in the Qualifying
Jurisdictions as soon as reasonably practicable. If SoMedia fails
to obtain a receipt for the Final Prospectus by the date that is 60
days from the Closing Date, the holders of Special Warrants
resident in the Qualifying Jurisdictions will be entitled to
receive 1.085 Common Shares (instead of one Common Share) and 0.5
of a Warrant on the deemed exercise of the Special Warrants,
subject to approval by the TSX Venture Exchange.
The Offering is expected to close on or about May 15, 2015.
Completion of the Offering remains subject to certain conditions,
including receipt of all necessary regulatory approvals.
In consideration for their services, EPC and any member of the
selling group will be entitled to receive: (i) a cash commission
equal to 6% of the gross proceeds of the Offering; and (ii) such
number of Special Warrants (the "Broker Warrants") as is
equal to 6% of the number of Special Warrants sold in connection
with the Offering. Each Broker Warrant entitles the holder thereof
to acquire at any time after the Closing Date, for no additional
consideration, one Unit.
SoMedia plans to use the net proceeds from the Offering for
working capital and general corporate purposes.
From the date of issue, subject to obtaining a receipt for the
Final Prospectus in the Qualifying Jurisdictions, the Underlying
Securities will be subject to a four-month and one day hold period
as required by Canadian securities laws.
ABOUT SOMEDIA NETWORKS INC.
SoMedia Networks, the creator of Scalable Video, has
reengineered how businesses access video content creation and
production. The cloud-based SoMedia Platform allows businesses to
easily order the production of custom video content at scale and
volume, anywhere, on demand, with rapid turnaround, and at a
fraction of current costs. SoMedia provides Scalable Video as an
integrated solution together with advanced video players, analytics
and campaign management tools to corporate partners, as a resale
solution through thousands of web marketing firms and directly to
digital agencies and millions of SMBs across North America. To
learn more visit: www.somedia.net.
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 release. This news release does not constitute an
offer to sell or a solicitation of an offer to sell any securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state securities laws
and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Certain information contained in this document may include
"forward-looking information". Without limiting the foregoing, the
information and any forward-looking information may include
statements regarding the closing of the Offering, the filing of a
preliminary and final prospectus and the use of proceeds of the
Offering. In this document, words such as "may", "would", "could",
"will", "likely", "believe", "expect", "anticipate", "intend",
"plan", "estimate" and similar words and the negative form thereof
are used to identify forward-looking statements. Forward-looking
statements should not be read as guarantees of future performance
or results, and will not necessarily be accurate indications of
whether, or the times at or by which, such future performance will
be achieved. Forward-looking statements and information are based
on information available at the time and/or the Company
management's good-faith beliefs with respect to future events and
are subject to known or unknown risks, uncertainties, assumptions
and other unpredictable factors, many of which are beyond the
Company's control. For additional information with respect to these
and other factors and assumptions underlying the forward-looking
statements made in this press release, see the section entitled
"Risks and Uncertainties" in the Management's Discussion and
Analysis of the Corporation for its most recent interim financial
statements filed with the Canadian securities commissions. The
forward-looking information set forth herein reflects the
Corporation’s expectations as at the date of this press release and
is subject to change after such date. The Corporation disclaims any
intention or obligation to update or revise any forward looking
statements, whether as a result of new information, future events
or otherwise, other than as required by law.
The Company does not intend, nor does it undertake, any
obligation to update or revise any forward-looking information or
statements contained in this document to reflect subsequent
information, events or circumstances or otherwise, except as
required by applicable laws.
SoMedia Networks Inc.George Fleming, 604-683-5510Founder
& Co CEOgfleming@somedia.netorGreg Werbowski, 604-683-5510 (ext
590)Investor Relationsgwerbowski@somedia.netorMedia
Contact:Hotwire PRAnnette Leach,
415-840-2790somedia@hotwirepr.com