10:04:16 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Spriza Media Inc (2)
Symbol SPZ
Shares Issued 110,461,534
Close 2017-02-21 C$ 0.025
Market Cap C$ 2,761,538
Recent Sedar Documents

Spriza Media to roll back shares 1:5 Feb. 22

2017-02-21 11:45 ET - News Release

Mr. Randy Brownell reports

SPRIZA MEDIA INC. ANNOUNCES SHARE CONSOLIDATION DATE AND PRIVATE PLACEMENT UPDATE

Further to its press release of Feb. 1, 2017, Spriza Media Inc. will be implementing the consolidation of the corporation's issued and outstanding common shares on the basis of one (new) postconsolidation common share for each five (old) preconsolidation common shares, effective Feb. 22, 2017. The consolidation has been approved by the TSX Venture Exchange and a related bulletin was issued by the TSX-V on Feb. 16, 2017.

The consolidated common shares will begin trading on a consolidated basis on the TSX-V when markets open on Feb. 22, 2017. Prior to the consolidation, the corporation has 110,461,534 common shares issued and outstanding. As a result of the consolidation, the corporation will have 22,092,306 common shares issued and outstanding. The corporation's shares will continue to trade on the TSX-V under the existing symbol SPZ with the new Cusip No. 85208X405.

The exercise price and the number of common shares issuable under any of the corporation's outstanding convertible securities will be proportionately adjusted to reflect the consolidation in accordance with their respective terms. No fractional shares will be issued as a result of the consolidation. Fractional interests will be rounded to the nearest whole number of common shares.

Transaction update

The corporation continues to work on the closing of the acquisition of Fanlogic LLC and the private placement announced on Feb. 1, 2017.

The corporation intends to complete a non-brokered private placement of up to 16,666,667 units at 15 cents per unit for total gross proceeds of up to $2.5-million. Each unit will consist of one Spriza consolidated share and one warrant. Each warrant will entitle the holder thereof to acquire one additional Spriza consolidated share at a price of 50 cents per common share for a period of two years after the issuance of the warrant.

If, at any time after the expiry of the four-month hold period applicable to the common shares and warrants comprising the units, the closing price of the outstanding common shares on the exchange is greater than 75 cents for a period of 10 consecutive trading days, the corporation may, at its option, accelerate the expiry date by giving notice thereof to all holders of warrants, and, in such case, the warrants will expire on the date which is the earlier of: (a) the 30th day after the date on which such written notice is given by the company; and (b) the expiry date.

Depending on market conditions, the corporation reserves the right to increase the maximum gross proceeds under the offering, subject to the approval of the TSX-V. The corporation may pay a finder's fee or commission in connection with the offering.

The offering proceeds are expected to be used for transaction costs (approximately $180,000), marketing of the Spriza/Fanlogic brand (approximately $1.45-million), and general and administrative (including salaries) costs (approximately $870,000).

There is no material change or material fact about the corporation that has not been generally disclosed.

We seek Safe Harbor.

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