Subject: FINANCING AGREEMENTS
Spriza Media Inc. Completes Acquisition of Fanlogic LLC and $635,000 First Closing of the Private Placement
CALGARY, ALBERTA--(Marketwired - March 17, 2017) -
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
Spriza Media Inc. (the "Corporation") (TSX VENTURE:SPZ) is pleased to announce that it has completed the arm's length merger agreement with Fanlogic LLC ("Fanlogic"), (a Virginia company) for the acquisition of all of the outstanding equity interests of Fanlogic (the "Transaction"). Pursuant to the Transaction, the Corporation issued 19,000,000 (post-consolidation) common shares ("Spriza Shares" or "Common Shares"), at a deemed price of $0.15 for a deemed value of $2,850,000 to the Fanlogic securityholders.
All Spriza Shares issued pursuant to the Transaction will be freely tradable under applicable Canadian securities legislation. Spriza has agreed to waive the previously announced voluntary hold period in connection with the Spriza Shares issued pursuant to the Transaction. In addition, certain Spriza Shares issued in the United States or to or for the benefit of U.S. Persons (as such term is defined under Regulation S of the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) will be "restricted securities" within the meaning of Rule 144(a)(3) of the U.S. Securities Act.
None of the securities to be issued pursuant to the Transaction have been or will be registered under the U.S. Securities Act, or any state securities laws, and any securities issued pursuant to the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
About Spriza and Fanlogic
Fanlogic has developed a multiple sports and social gaming platform; this platform operated commercially for more than 2 years, and had excellent customer feedback on user experience.
Spriza offers a proven customer acquisition platform utilizing contests, competitions and lotteries. With the integration of Fanlogic's social gaming software, Spriza now offers its brands and agencies an even more immersive and interactive platform.
The platform is coupled with the Spriza subscriber network of millions of users which provides brands and agencies access to an active audience that consumes brand driven promotions and incentives in a single sign on environment.
The merger of Fanlogic's gamification software and expertise will enhance Spriza's incentive platform, providing agencies and brands a deeper offering; increasing Spriza's market relevance in social gaming for advertising and licensed revenue opportunities. Gamification is an effective way to attract audience, drive brand engagement and deepen lead generation. The Gamification market is expected to reach $10.02 billion by 2020.
Randy Brownell, CEO of Fanlogic says, "a recent article in Ad Age states that the total digital advertising spend worldwide in 2017 is predicted to be $547 billion; the combination of our incentive marketing companies affords us an opportunity to claim our portion of that total digital spend."
Please visit www.fanlogic.com and www.spriza.com for further information.
New Board Members and CEO
In connection with the completion of the Transaction, Randy H. Brownell III and Graham Webster have joined the Board of Directors and Scott Seguin and Charanjit Hayre have resigned from the Board of Directors. The Board of Directors is now comprised of David Antony (Chairman), Randy Brownell, Rob Danard, Jay Cowles and Graham Webster.
Management of the Corporation is now comprised of Randy Brownell (CEO), Rob Danard (President), Jay Cowles (COO) and Chris Robbins (CFO).
Completion of First Closing of the Offering
Following completion of the Transaction, the Corporation has completed a non-brokered private placement of 4,233,334 units ("Units") at $0.15 per Unit for total gross proceeds of $635,000 (the "Offering"). Each Unit consists of one Spriza Share and one warrant ("Warrant"). Each Warrant entitles the holder thereof to acquire one additional Spriza 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 TSX Venture 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.
The securities issued pursuant to the Offering are subject to a four month statutory resale restriction.
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, marketing of the Spriza/Fanlogic brand, new sales staff, and working capital.
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.
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