CALGARY, ALBERTA--(Marketwired - Feb. 21, 2017) -
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
Spriza Media Inc. (the "Corporation") (TSX VENTURE:SPZ) announces that further to its press release of February 1, 2017, it will be implementing the consolidation of the Corporation's issued and outstanding common shares on the basis of one (new) post consolidation common share for each five (old) pre-consolidation common shares (the "Consolidation") effective February 22, 2017. The Consolidation has been approved by the TSX Venture Exchange (the "TSXV") and a related bulletin was issued by the TSXV on February 16, 2017.
The consolidated common shares will begin trading on a consolidated basis on the TSXV when markets open on February 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 TSXV under the existing symbol "SPZ" with the new CUSIP 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 February 1, 2017.
The Corporation intends to complete a non-brokered private placement of up to 16,666,667 units ("Units") at $0.15 per Unit for total gross proceeds of up to $2,500,000 (the "Offering"). Each Unit will consist of one Spriza Consolidated Share and one warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Spriza Consolidated Share at a price of $0.50 per Common Share for a period of two (2) years after the issuance of the Warrant ("Expiry Date").
If, at any time after the expiry of the four (4) 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 $0.75 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 TSXV. 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 $1,450,000) 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.
Reader Advisory
Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the business of the. Corporation and the use of proceeds from the Offering. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement. 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 press release.