VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 7, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Snipp Interactive Inc. ("Snipp") (TSX VENTURE:SPN), an international provider of mobile marketing solutions listed on the TSX Venture Exchange (the "Exchange"), announced today that it is undertaking a non-brokered private placement (the "Offering") to raise up to $1,100,000 through the sale of units ("Units") of Snipp. Each Unit is comprised of 1) one unsecured convertible debenture (the "Debentures"), with a par value of $1,000, and 2) 5,000 warrants (the "Warrants"). The minimum subscription amount is $100,000. All securities issued pursuant to the Offering will be subject to a four-month hold period.
The Debentures mature five years from closing (the "Maturity Date") and the principal amount of the Debentures will bear interest at a rate of 15% per annum, payable on the Maturity Date. The principal amount of the Debentures may be converted into common shares of Snipp, at $0.18 (the "Conversion Price") per share, at Snipp's discretion at any time in the event: 1) Snipp acquires another company or asset(s) in the amount of at least $1.1 million, 2) Snipp or its assets are acquired for a minimum of $1.1 million, 3) Snipp completes an equity financing for a minimum of $1.1 million, or 4) any principal amount of any Debentures is outstanding at the Maturity Date. The Debentures will be redeemable at the option of the Company before the Maturity Date at any time.
Each warrant is exercisable into one common share of Snipp at $0.20 per share until the Maturity Date, subject to acceleration. The expiry of the warrants may be accelerated by the Company at any time if the volume weighted average trading price of the Company on the Exchange is greater than $0.50 for 20 consecutive trading days.
Snipp will pay a cash finders' fee to eligible finders for an aggregate amount of 10% of the gross proceeds in cash and compensation options entitling such eligible finder to purchase that number of common shares as is equal to 10% of the aggregate price of the Debentures sold to referred investors divided by$0.20. Each compensation option shall be exercisable for common shares of Snipp at an exercise price of $0.20 per share for a period of 24 months from closing.
The proceeds of the Offering will be used for a reserve for asset acquisition investigations and general working capital purposes. The closing of the Offering remains subject to the approval of the Exchange.
About Snipp Interactive Inc.
Snipp Interactive Inc. (www.snipp.com) provides print publishers, advertising agencies and corporate/consumer brands, including Fortune 500 companies, with a full suite of mobile marketing services across North America and generates revenue by designing, constructing, implementing and managing these mobile marketing services for its customers. Snipp is headquartered in Washington, D.C. with international operations in Canada, Mexico and India.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Snipp Interactive Inc.'s current expectations. When used in this press 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. The forward-looking statements and information in this press release include information relating to the closing of the Qualifying Transaction. Such statements and information reflect the current view of Snipp Interactive Inc. 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 our 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.
Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Snipp Interactive Inc. undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.
Snipp Interactive Inc. cautions that the foregoing list of material factors is not exhaustive. When relying on Snipp Interactive Inc.'s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Snipp Interactive Inc. has also assumed that material factors will not cause any forward-looking statements and information to differ materially from actual results or events. However, the list of these 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.
Copyright Snipp Interactive Inc. All rights reserved. All other trademarks and trade names are the property of their respective owners.
This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Snipp. The securities of Snipp have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.