SoMedia Networks Inc. (TSX-V:VID) (“SoMedia” or the “Company”),
pioneer of scalable video production solutions, announces that it has
completed its previously announced brokered private placement (the “Offering”)
for gross proceeds of $860,000, through the issuance of 3,440,000
special warrants (the “Special Warrants”) at a price of $0.25 per
Special Warrant. Euro Pacific Canada Inc. ("Euro Pacific"), as lead
agent, and Maison Placements Canada Inc. (together, the "Agents")
acted as agents in connection with the Offering.
“This financing and our relationship with Euro Pacific are big steps
forward in the evolution of SoMedia,” stated George Fleming, SoMedia’s
Founder and Co-CEO. “It’s difficult for early stage companies to attract
institutional ownership. We believe our positioning as the only company
focused on the scalability of video production plus the explosion in
demand for video marketing and advertising content has put us in the
right place at the right time to begin attracting the attention of
institutional and strategic investors. We’re excited to be working with
Euro Pacific and hope to continue expanding our institutional
shareholder base."
Each Special Warrant entitles the holder thereof to acquire at any time
after May 20, 2015 (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 distribution of the Common Shares and Warrants issuable
upon (a) exercise of the Special Warrants, and (b) exercise ofthe Broker
Warrants (as defined below) (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 and British Columbia (the “Qualifying
Jurisdictions”).
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.
In consideration for their services, the Agents have received: (i) a
cash commission of $51,600; and (ii) 206,400 special warrants (the "Broker
Warrants"). Each Broker Warrant entitles the holder thereof to
acquire at any time after the Closing Date, for no additional
consideration, one warrant of the Company which entitles the holder to
acquire one Unit of the Company, each Unit comprised of one Common Share
and one-half of one Warrant, at a price of $0.25 until May 20, 2017.
SoMedia plans to use the net proceeds from the Offering for working
capital and general corporate purposes.
Subject to obtaining a receipt for the Final Prospectus in the
Qualifying Jurisdictions, each of the Special Warrants and the
Underlying Securities, are 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
Company for its most recent interim financial statements filed with the
Canadian securities commissions. The forward-looking information set
forth herein reflects the Company’s expectations as at the date of this
press release and is subject to change after such date. The Company
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.
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