VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/03/13 -- Digital Shelf Space Corp. (the "Company" or "DSS") (TSX VENTURE: DSS)(OTCQX: DTSRF) and Spara Acquisition One Corp. ("SAO") (TSX VENTURE: SAO.P) are pleased to announce that, subject to the issuance of a Final Exchange Bulletin by the TSX Venture Exchange (the "Exchange"), they have completed the previously announced private placement pursuant to which SAO acquired 9,199,991 DSS units (the "Units") at a price of $0.05 per Unit for aggregate gross proceeds to DSS of $459,999.55. Each Unit was comprised of one DSS common share (a "Common Share") and one DSS warrant exercisable to acquire a Common Share for three (3) years at an exercise price of $0.10 (a "DSS Warrant"). The Common Shares and DSS Warrants will be subject to a hold period for 4 months from the date of issue.
The transaction constitutes SAO's "qualifying transaction" pursuant to the policies of the Exchange.
Computershare Investor Services Inc., the transfer agent for DSS, distributed the Common Shares and DSS Warrants acquired by SAO to the SAO shareholders of record as of June 25, 2013 on a pro-rata basis as a return of capital. Each shareholder of SAO will receive 0.5297 Common Shares and an equal number of DSS Warrants for every one share of SAO held as of the record date. Of the Common Shares and DSS Warrants distributed to the shareholders of SAO, 5,376,499 Common Shares and an equal number of DSS Warrants have been deposited in escrow with Computershare. These escrowed Common Shares and DSS Warrants replace the SAO shares held by SAO seed investors which were held in escrow pursuant to the policies of the TSX Venture Exchange.
The common shares of SAO will be delisted from the Exchange and SAO will complete a voluntary dissolution as soon as practicable.
Further details of the transaction, the return of capital and the subsequent dissolution of SAO can be found in the management information circular of SAO dated May 14, 2013 which is available at www.SEDAR.com.
The Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.
About Digital Shelf Space Corp.
Digital Shelf Space is an independent creator, producer and distributor of home entertainment content targeted at the fitness and sports instruction market. Digital Shelf Space's overall content partnership strategy is to align itself with world-class, global brand partners. For more information visit www.digitalshelfspace.com and to view our current projects with Georges St-Pierre and the TOURAcademy®, visit www.gsprushfit.com and www.touracademydvds.com.
About Spara Acquisition One Corp.
Spara Acquisition One Corp., a capital pool company within the meaning of the policies of the Exchange, was incorporated on March 11, 2011 and was listed on the Exchange on November 9, 2011. SAO does not have any operations and has no assets other than cash. SAO's business is to identify and evaluate businesses and assets with a view to completing a "qualifying transaction" under the policies of the Exchange.
Forward-Looking Statements
This news release contains forward-looking statements and information based on current expectations, including statements as to the terms and closing of the proposed transactions and the uses of proceeds therefrom. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the proposed transactions will occur or that, if the proposed transactions do occur, they will be completed on the terms described above. Several forward-looking statements are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances.
Forward-looking information in this news release include statements about the intention to complete and the details concerning a private placement offering.
In connection with the forward-looking information contained in this news release, the parties have made numerous assumptions, regarding, among other things, the timing of the dissolution of SAO. While the parties consider these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.
A more complete discussion of the risks and uncertainties with respect to the private placement are set out in the SAO management information circular dated May 14, 2013 filed on www.SEDAR.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and DSS and SAO disclaim any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Neither 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 the release.
Contacts:
Digital Shelf Space Corp.
Jeff Sharpe
President and CEO
604.736-7977 ext. 111
604.736-7944 (FAX)
jeff(at)digitalshelfspace.com
www.digitalshelfspace.com
Spara Acquisition One Corp.
Shane McLean
Corporate Secretary
613.599-9600 ext. 262
smclean@lwlaw.com
