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.
Copyright Business Wire 2015