For Immediate Release
Waterloo, Ontario, May 17, 2018: SponsorsOne Inc. (CSE: SPO) (Frankfurt: 5SO) (“SponsorsOne” or the Company”), is pleased to announce it has entered into an engagement letter with Emerging Equities Inc. (the “Agent”) to act as agent, on a reasonable best-efforts basis, in connection with a proposed financing (the “Offering”) to be conducted by way of short form prospectus of up to 16,666,667 units (“Units”) of the Company at a price of $0.18 per Unit (the “Offering Price”) for gross proceeds of CA$3 million. Each Unit shall be comprised of one common share (“Common Share”) and one half of a common share purchase warrant (each whole warrant, being a “Warrant”). The Company has also granted the Agent an option (the “Agent’s Option”) to increase the size of the Offering by up to an additional 5,555,556 Units at $0.18 per Unit which Agent’s Option is exercisable at any time up to 48 hours prior to the closing of the Offering.
Each Warrant will be exercisable into one Common Share at an exercise price of $0.30 per Common Share for a period of twelve (12) months following the Private Placement Closing Date (as defined below), provided that if the closing price at which the Common Shares trade on the Canadian Securities Exchange (the “CSE”) (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.55 for five (5) consecutive trading days at any time following the date that is four (4) months and one (1) day after the closing date of the Offering, the Company may accelerate the expiry date of the Warrants (the “Reduced Warrant Term”) to the date that is twenty-one (21) calendar days following the date a press release is issued by the Company announcing the Reduced Warrant Term.
The Company also announces it has completed a private placement (“Private Placement”) of 1,568,440 special warrants (“Special Warrants”) of the Company at $0.18 per special warrant for gross proceeds of $282,319 which form part of the Offering. Each Special Warrant entitles the holder, for no additional consideration, to receive 1 Unit (the “Underlying Securities”) on the earlier of: (i) the date that is 120 days following the closing date of the Private Placement (the “Private Placement Closing Date”); and (ii) the date the Company obtains a receipt for a final short form prospectus qualifying the distribution of the securities comprising the Units (the “Qualification Condition”). The Company will use its best efforts to satisfy the Qualification Condition on or before the date that is 60 days following the Private Placement Closing Date (the “Qualification Deadline”). If the Qualification Condition does not occur before the Qualification Deadline, each holder of a Special Warrant shall be entitled to receive, without any action on their part, to 0.1 of a Common Share in addition to the Underlying Securities. The issuance of Units on conversion of the Special Warrants will be qualified under the Prospectus. Unless the Qualification Condition occurs, securities issued in connection with the Private Placement will be subject to a 4-month hold period from the Private Placement Closing Date.
The Units will be offered by way of a short form prospectus (the “Prospectus”) to be filed in British Columbia, Alberta and Ontario and in any other provinces as the Agent and the Company may agree. The Prospectus will also qualify the Underlying Securities for distribution.
The Agent will receive a cash commission equal to 10% of aggregate gross proceeds raised from the Offering (including the Private Placement) as well as compensation options (the “Compensation Options”) equal to 10% of the number of Units and Special Warrants sold, including any amount subscribed for pursuant to the exercise of the Agent’s Option. The Compensation Options shall be exercisable into Units at a price of $0.18 per Unit at any time up to 24 months following the closing date of the Offering. As a result of the Offering, Mr. Myles Bartholomew has rescinded his National Instrument 45-102 – Notice of Resale of Securities, dated and filed on SEDAR May 9, 2018.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About SponsorsOne Inc.:
SponsorsOne is disrupting the traditional advertising model and leveling the playing field for small brands. Our cloud based platform, SponsorsCloud, lets brands reach millions of targeted consumers with authentic, word-of-mouth advertising, bypassing intermediaries like agencies and ad networks. Our proprietary cryptocurrency, SponsorCoin, is awarded to Influencers who share brand promotions with their social media followers. SponsorCoin can then be used to purchase products and services at a discount from any brand on our network or trade for popular cryptocurrencies such as Ethereum, Bitcoin and Litecoin. This new advertising model cuts upfront costs for brands to near zero and gives every customer an incentive to become a brand ambassador.
ON BEHALF OF THE BOARD
Gary Bartholomew, Executive Chairman
To learn more or inquire please visit http://sponsorsone.com/
The Canadian Securities Exchange (“CSE”) has neither approved nor disapproved the contents of this Press Release.
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this news release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing requirements and access to capital, reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; the volatility of the volume and price of the Common Shares, the failure of the business strategy, the integrity of the Company’s patents and proprietary intellectual property and competition. The Company cautions that the foregoing list of risk factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, including the risk factors set out in the Company’s Listing Statement. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD- LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.