TORONTO, July 31, 2013 /CNW/ - Sprylogics International Corp. (TSXV: SPY), ("Sprylogics" or "the
Company"), the international provider of innovative mobile search and messaging
monetization services, has closed the previously announced subscription
receipt financing. The Company issued a total of 15,197,340
subscription receipts (the "Subscription Receipts") at a price of $0.40 per subscription receipt for gross proceeds of
$6,078,936 (the "Offering").
Each Subscription Receipt shall be automatically exchanged, without any
further action by the holder of such Subscription Receipt, and for no
additional consideration, for one (1) common share, on a
post-consolidation basis, upon the satisfaction of the Escrow Release
Conditions (as defined below) on or prior to the date which is 60 days
from the closing of the Offering. The Escrow Release Conditions are as
Sprylogics completing the acquisition of Poynt Inc. ("Poynt"), as described below; and
the consolidation of the issued and outstanding shares of Sprylogics on
a one (1) new share for ten (10) old share basis.
Sprylogics has scheduled an annual and special shareholder meeting for
September 3, 2013 at which shareholders will asked, among other things,
to approve the consolidation of the Company's common shares on a one
(1) new share for ten (10) old share basis.
Beacon Securities Limited (the "Agent") acted as agent for the Company in connection with the Offering, with
PowerOne Capital Markets Limited acting as a selling group member. A
commission of $360,631.60 will be paid to the Agent upon the release of
the escrowed funds. As additional consideration for the services of the
Agent, upon the release of the escrowed funds, the Agent will be
granted 901,579 compensation options, with each compensation option
being exercisable on a post-Consolidation basis for one common share of
the Company for a period of twenty-four (24) months following the
release of the escrowed funds at an exercise price of $0.40 per common
share. In addition, the Company has agreed, subject to the approval of
the TSX Venture Exchange, to issue 455,920 warrants, having the
identical terms as the compensation options granted to the Agent, as a
finder's fee in connection with the Offering.
The net proceeds of the Offering will be used for working capital and
general corporate purposes.
The Subscription Receipts and the common shares to be issued on exchange
of the Subscription Receipts are subject to a hold period in Canada
until December 1, 2013. The compensation options and the common shares
to be issued on the exercise of the compensation options are subject to
a hold period in Canada of four months from the date of issue of the
Compensation Options. The Offering is subject to receipt of the final
approval of the TSX Venture Exchange.
Update on Poynt Acquisition
Further to the Company's press release of July 17, 2013, the acquisition
is scheduled to close later today.
Sprylogics International develops advanced search and analysis
technology. The patent pending technology platform uses Semantic and
Machine Learning techniques to process, analyze and interpret
unstructured data including real time conversation, in order to extract
key sentiments, facts, user interests and intent. The technology
platform is currently being used to develop innovative solutions
related to search and discovery of products and places on mobile
devices. Find out more at www.sprylogics.com or www.2ya.it
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 this release.
Cautionary and Forward-looking Statements - Statements contained in this news release which are not historical
facts are forward-looking statements that involve risk, uncertainties
and other factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.
There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ materially
from those anticipated in such statements. All forward-looking
statements included in this news release are based on information
available to the Company on the date hereof. Forward-looking
statements are subject to known and unknown risks, uncertainties and
other factors which could cause actual results of Sprylogics to differ
materially from the conclusion, forecast or projection stated in such
forward-looking statements. These risks, uncertainties and other
factors include, but are not limited to, shareholders of the Company
approving the consolidation of the Company's common shares; all
condition precedents to the completion of the acquisition of Poynt
being satisfied, including third-party and regulatory approvals; and,
other factors referenced in Sprylogics' other continuous disclosure
filings which are available on SEDAR at www.sedar.com. Readers should not place undue reliance on these forward-looking
statements. The Company assumes no obligation to update any
forward-looking statements, except as required by applicable securities
SOURCE: Sprylogics International Corp.
For further information:
Sprylogics International Corp.
David Berman, CFO
(905) 761-9200, Ext. 21