PhotoChannel Announces US$15 Million Financing



    VANCOUVER, March 28 /CNW/ - PhotoChannel Networks Inc. (TSX-V: PN and
OTCBB: PNWIF) ("PhotoChannel" or "Company") has received and accepted binding
term sheets for a private placement of 4.4 million units at a price of
US$3.40 per unit. The private placement is being conducted partly through
placement agents and is expected to close within the next several days.
Completion of the private placement is subject to the approval of the TSX
Venture Exchange and to the execution of definitive documentation with the
investors. The Company will pay its placement agents commissions in cash and
in warrants in amounts permitted by the TSX Venture Exchange. The proceeds
will be used for general corporate purposes and to take advantage of potential
corporate opportunities as they may arise.
    Each unit will consist of one common share of the Company and one common
share purchase warrant. Each share purchase warrant (a "Warrant") will entitle
the holder to purchase one additional common share (a "Warrant Share") at a
price of US$4.00 per share for a period of two years from the closing of the
private placement. The Warrants include an acceleration provision pursuant to
which, if the volume weighted average price of the common shares over a period
of 30 consecutive trading days exceeds US$6.00 per share, the Company will
have the right to accelerate the expiry date of the Warrants to a date which
is 20 business days after the date the Company provides written notice to the
warrantholders (the "Accelerated Expiry Date"). This right to accelerate the
expiry of the Warrants is only exercisable by the Company if on the date of
providing notice of the acceleration the Warrants and on the Accelerated
Expiry Date (i) the Warrants have been outstanding for at least four months
and (ii) the Warrant Shares are the subject of a valid registration statement
under the Securities Act of 1933 (the "U.S. Securities Act").
    The securities offered have not been and will not be registered under the
Securities Act of 1933 (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold in the United States absent registration
under the U.S. Securities Act and applicable state securities laws unless an
exemption from such registration requirements is available. The Company has
limited sales of the securities to institutional accredited investors who will
purchase on a private placement basis pursuant to an exemption from
registration provided by Rule 506 of Regulation D under the U.S. Securities
Act and to persons who are outside of the United States. The Company has
agreed to qualify the resale of the common shares and Warrant Shares issued to
the investors by filing a prospectus in certain provinces in Canada and to
register such securities under the U.S. Securities Act.

    No regulatory authority has approved or disapproved the content of this
    release. The TSX Venture Exchange does not accept responsibility for the
    adequacy or accuracy of this release. This news release does not
    constitute an offer to sell or a solicitation of an offer to sell any of
    the securities in the United States.




For further information:

For further information: Mr. Robert Chisholm, Chief Financial Officer,
PhotoChannel Networks Inc., (604) 893-8955 ext. 224,
rchisholm@PhotoChannel.com; Investor Information: (800) 261-6796

Organization Profile

PHOTOCHANNEL NETWORKS INC.

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