VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 14, 2013) - 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.
The Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.
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 visit www.digitalshelfspace.com and to view our current projects with Georges St-Pierre and the TOURAcademy®, visit www.gsprushfit.com and www.touracademydvds.com .
About Spara Acquisition One Corp.
Spara Acquisition One Corp., a capital pool company within the meaning of the policies of the Exchange, was incorporated on March 11, 2011 and was listed on the Exchange on November 9, 2011. SAO does not have any operations and has no assets other than cash. SAO's business is to identify and evaluate businesses and assets with a view to completing a "qualifying transaction" under the policies of the Exchange.
Forward Looking Statements
This news release contains forward-looking statements and information based on current expectations, including statements as to the terms and closing of the proposed transactions and the uses of proceeds therefrom. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the proposed transactions will occur or that, if the proposed transactions do occur, they will be completed on the terms described above. Several forward-looking statements are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances.
Forward-looking information in this news release include statements about the intention to complete and the details concerning a private placement offering.
In connection with the forward-looking information contained in this news release, the parties have made numerous assumptions, regarding, among other things, the ability of the parties to meet all of the conditions to closing of the private placement, including receipt of SAO shareholder approval, and timing of closing. While the parties consider these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.
A more complete discussion of the risks and uncertainties with respect to the proposed private placement are set out in the SAO management information circular dated May 14, 2013 filed on www.SEDAR.com . All forward-looking information herein is qualified in its entirety by this cautionary statement, and DSS and SAO disclaim 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.
Neither 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 the release.
