TORONTO, July 17, 2013 /CNW/ - Sprylogics International Corp. (TSXV: SPY), (“Sprylogics” or “the Company”), the international provider of innovative mobile search and messaging monetization services, announces that it has entered into an engagement letter with Beacon Securities Limited (the “Agent”) in respect of a private placement of subscription receipts of Sprylogics on a best efforts basis (the “Offering”). The Offering consists of a private placement of approximately 12,500,000 subscription receipts (the “Subscription Receipts”) at a price of$0.40 per subscription receipt for gross proceeds of approximately $5,000,000.
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 be 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.
The Company shall pay to the Agent a commission (the “Commission”) equal to 7% of the gross proceeds from the sale of the Subscription Receipts 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 compensation options (“Compensation Options”) equal to 7% of the number of Subscription Receipts sold pursuant to the Offering. Each Compensation Option will be 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.
The Offering is scheduled to close on July 31, 2013.
The net proceeds of the Offering will be used for working capital and general corporate purposes.
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
Original Release: Newswire.ca
Image: Courtesy Sprylogics