Mr. George Fleming reports
SOMEDIA NETWORKS ANNOUNCES FILING OF FINAL PROSPECTUS
SoMedia Networks Inc. has filed a final
prospectus and obtained a receipt from the British Columbia Securities Commission, as principal
regulator for the final prospectus, to qualify the distribution of securities issuable upon the conversion
of 4,766,922 special warrants and 251,400 agents' special warrants previously distributed by the company pursuant to private placements
that closed on May 21, 2015, and June 15, 2015.
As a result of the filing of the prospectus, the special warrants and the agent special warrants are
deemed to have been exercised. Upon exercise of the special warrants, the company will issue
4,766,922 common shares and 2,383,461 common share purchase warrants. Each warrant entitles
the holder to acquire one additional common share of the company at a price of 31.5 cents, with 1.72 million
warrants expiring on May 21, 2020, and 663,461 warrants expiring on June 15, 2020. Upon exercise
of the agent special warrants, the company will issue 251,400 non-transferable agent warrants, each
of which will entitle the holder to acquire one unit of the company, with 206,400
being exercisable at a price of 25 cents, until May 21, 2017, and 45,000 being exercisable at a price of 26 cents, until June 15, 2017. Each agent unit will consist of one common share of the company and
one-half of one common share purchase warrant, with a full warrant entitling the holder to acquire a
further common share of the company at a price of 35 cents per share for a period of 24 months following
the issuance of the overlying agent special warrants.
In connection with the conversion of the special warrants, the company will also issue 292,400
common shares as a result of a penalty provision contained in one series of the special warrants.
The issuance of these shares is also qualified under the prospectus.
The prospectus also qualifies the distribution of up to 20 million units of the company, to be issued
at a price of 10 cents per unit, for gross proceeds of up to $2-million. Each unit will consist of one
common share of the company and one common share purchase warrant,
which will entitle the holder to acquire one additional common share of the company at a price of
12.5 cents per share for a period of 36 months following closing. Euro Pacific Canada Inc. and Maison
Placements Canada Inc. have acted as agents in connection with the offering. On closing of the
offering, the agents are entitled to receive a cash commission equal to 6 per cent of the gross proceeds of
the offering, a corporate finance fee and agents' warrants equal to 6 per cent of the number of units sold
under the offering. Each agent unit warrant will be exercisable, at a
price of 10 cents per share, for a period of 24 months following closing, and will entitle the holder to acquire
a unit of the company consisting of one common share of the company and one common share
purchase warrant on the same terms as the offering warrant.
After deducting the costs of the special warrant and unit offerings, the company will utilize the
proceeds of the offerings to finance continuing sales, marketing and production operations; to reduce existing
payables; and for general working capital purposes. For a more detailed description of the use of
proceeds from the offering, readers are encouraged to review a copy of the prospectus, available
under the company's profile on SEDAR.
The prospectus has been filed in the provinces of British Columbia, Alberta and Ontario. Closing of
the offering is subject to a number of conditions, including the receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange and applicable securities regulatory
authorities. The offering is expected to close on July 29, 2015.
We seek Safe Harbor.
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