OTTAWA, Nov. 8, 2013 /CNW/ - Espial ® Group Inc. ("Espial" or the "Company"), (TSX: ESP), a leader in the delivery of on-demand TV software and services, announced today that it intends to complete a brokered private placement (the "Offering") of up to 5,714,286 units for gross proceeds of up to $4,000,000. Each unit (a "Unit") will be issued at a price of $0.70 per Unit and consist of one common share of the Corporation (the "Common Shares") and one half of one common share purchase warrant (the "Warrants"). Each whole Warrant will entitle the holder thereof to acquire one common share of the Company at a price of $0.72 per share for a period of twelve months from the date of issuance. The Warrants contain customary anti-dilution provisions, including adjustments upon the payment of a dividend in Common Shares; subdivision or combination of the Common Shares; or the issuance of rights, options or warrants to all or substantially all holders of the Common Shares. The current number outstanding Common Shares of the Company, without giving effect to the Offering, is 14,106,829 (the "Undiluted Issued and Outstanding"). Global Maxfin Capital Inc. will act as exclusive agent (the "Agent") in connection with the Offering.
Closing of the Offering is anticipated to occur on or before November 15, 2013 and is subject to receipt of applicable regulatory approvals, including approval of the Toronto Stock Exchange (the "TSX"). The issue price of the Units represents approximately a 2.7% discount on the market price of the Common Shares on the date of a binding agreement, as defined by the TSX. Securities issued will be subject to a hold period, which will expire four months plus one day from the date of closing.
Under Subsection 607(g)(i) of the TSX Company Manual, the Company is required to obtain majority shareholder approval to private placements involving the issuance of greater than 25% of the Company's issued and outstanding Common Shares. In obtaining the written consent of shareholders holding a majority of the Company's common shares, the Company is relying on the TSX exemption set forth in Subsection 604(d) of the TSX Company Manual from the requirement to hold a shareholder meeting.