Toronto, Ont. – September 10, 2015 – UpSnap Inc. (CSE: UP) (“UpSnap” or the “Company”), is pleased to announce that the Company has arranged a fully subscribed non-‐brokered private placement offering for a gross proceeds of $800,000 (“Offering”). The total proceeds will come from the two largest shareholders of the Company.
Pursuant to the closing, the Company will issue an aggregate of 32,000,000 units (“Units”) at a price of $0.025 per Unit (“Offering Price”). Each Unit consists of one common share of the Company, and one-‐half of a share purchase warrant. Each whole warrant will be exercisable into one additional common share (“Warrant Share”) of the Company at $0.05 per Warrant Share for a period of three (3) years from closing of the private placement.
Certain insiders of the Company may acquire securities under the private placement. Any such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-‐101. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-‐101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company’s market capitalization.
The common shares and warrants issued to subscribers of the private placement will be subject to a statutory four-‐month hold period. The Offering is expected to close on or about September 11, 2015 and are subject to certain conditions including, but not limited to, the receipt of applicable regulatory approvals, including approval of the Canadian Securities Exchange (“CSE”), as well as the satisfaction of other customary closing conditions.
The Company intends to use the proceeds from the private placement for general working capital purposes. While the Company intends to use the funds for the foregoing purposes, there may be circumstances where, for sound business reasons, funds may be reallocated.
UpSnap provides highly-targeted, data-driven mobile advertising to attract the ideal audience for brands big and small. Combining first-party proprietary data and real-time analytics, UpSnap goes beyond location to deliver site agnostic and results-driven campaigns that produce qualified, engaged customers. UpSnap tailors each campaign to align with unique business goals, delivering the right customers for more meaningful exposure and better business results.
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Virtus Advisory Group Inc.