Tradeshow Marketing has completed a non-brokered private placement of 1,100,918 shares of common stock at USD1.09 per share for gross proceeds of approximately USD1.2m.
The proceeds from this private placement will be used to launch additional products in 2010 on direct response television, to expand the company’s trade show operations, as well as for general operating expenses and working capital.
The shares were issued to two non-US persons in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act.
None of the securities offered or sold under the private placement have been or will be registered under the Securities Act, and none of them may be offered or sold in the US absent registration or an applicable exemption from the registration requirements of the Securities Act.
Each of the securities issued will be a "restricted security" under the Securities Act and will be subject to a hold period under applicable US securities laws.
"We are pleased to complete this private placement, which will assist in funding our long-term growth plans and the continued expansion of our business," says Luniel de Beer, Tradeshow Marketing president and chief executive. "This additional capital will not only accelerate our ability to execute on our product initiatives for direct response television, but will also enable us to create additional streams of revenue for the company by expanding our trade show operations. Also notable, we were able to complete this transaction under a very favourable structure for our shareholders, resulting in less than five percent dilution. This new equity investment in our company is representative of the strong support in management and the confidence in our business model and long-term growth opportunities."
The terms of the purchase were based on a 25 day average closing price of the company’s common stock, calculated at USD1.09 per share. No warrants or other financial instruments were included in the private placement. As of the closing date, total shares outstanding amounted to approximately 24.2 million shares.
Tradeshow Marketing operates a direct demonstration business via trade shows and exhibitions throughout North America, and various product-specific e-commerce web sites.
