Sprylogics Announces Closing of $6 Million Subscription Receipt Financing

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 follows:

  • 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.

About Sprylogics
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 laws.

SOURCE: Sprylogics International Corp.

For further information:

Sprylogics International Corp.
David Berman, CFO
(905) 761-9200, Ext. 21
davidb@sprylogics.com
www.Sprylogics.com

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Sprylogics International Corp.

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