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November 6, 2007 | ||||||||||||
| OceanLake Commerce Closes $1 Million in Financing Toronto, Canada and Singapore – November 6, 2007 – OceanLake Commerce Inc. (OLI-TSX-V, OLIKF.PK) is pleased to announce that it has completed the financing previously announced on October 30, 2007, to provide a total of $1 million to OceanLake through a Warrant Conversion and issuance of a Debenture. The proceeds will be used for the expansion of meemo royalty licensing agreements internationally, working capital, including payment of debt, and general corporate purposes. The TSX Venture Exchange ("TSXV") has conditionally approved this financing, subject to filing of certain documentation with the TSXV. This financing included the exercise of 1 million OceanLake warrants by the arm's length party ("Investor") for aggregate proceeds of $220,000 ("Warrant Conversion"). In addition, OceanLake received the principal amount of $780,000 under a secured convertible debenture ("Debenture"), which bears interest at 12% per annum, payable monthly in cash. The Debenture has a term of twelve (12) months from the date of issue ("Maturity Date"). At any time prior to the Maturity Date, OceanLake has the right to prepay (in part or whole) any amount of the principal of the Debenture without penalty, provided in the case of partial payment the interest payments due thereafter until the Maturity Date will be recalculated based on the remaining principal amount of the Debenture. In addition, OceanLake has agreed to pay 50% of all meemo licensing or similar fees received towards repayment of the Debenture. As security, the Debenture has a first charge on fixed assets. OceanLake also issued warrants ("Warrants") to the Investor in connection with the Debenture, which are exercisable for a period of 12 months as follows:
The number of Warrants is calculated based on the applicable exercise price and the full amounts of the Debenture. Any common shares of OceanLake issued on exercise of the Warrants prior to March 7, 2008 will be subject to a hold period until March 7, 2008. As previously announced, in the event that the common shares of OceanLake trade at a weighted average of 25,000 shares per day for twenty (20) consecutive days at a 15% premium above the then applicable exercise price of the Warrants, there will be an immediate forced conversion of the Debenture into common shares of OceanLake, with the conversion rate for the Debenture equal to the then applicable exercise price of the Warrants. All interest owing up to and including the forced conversion date will be paid in cash at that time, and upon conversion no further amounts shall be payable in respect of the Debenture. Any common shares of OceanLake issuable upon the forced conversion of the Debenture prior to March 7, 2008 will be subject to a hold expiring on March 7, 2008. As compensation for the completion of this financing, OceanLake has paid to (i) Kingsdale Capital Markets in connection with the Debenture financing a commission of 2% ($15,600) in cash of the total amount of the Debenture financing and issued to Kingsdale Capital Markets broker warrants ("Broker Warrants") to acquire up to 346,667 common shares of OceanLake at an exercise price of $0.45 per common share until November 6, 2008; and (ii) the Investor's advisor, advisory fees in the amount of $17,500 in relation to the Warrant Conversion and $39,000 in respect of the Debenture financing. Any common shares of OceanLake issued on exercise of the Broker Warrants prior to March 7, 2008 will be subject to a hold period until March 7, 2008. About OceanLake Commerce OceanLake Commerce (TSX:OLI) was founded in 1999 as a developer of intelligent mobile technology to deliver richer and more engaging user experiences for the mobile consumer. The desire to bring the world of the Internet to the mobile device has led OceanLake Commerce to develop a number of world-class products and services. OceanLake Commerce platforms support direct-to-consumer offerings as well as the advanced mobile commerce applications and content stores offered by mobile operators to their own subscribers. OceanLake imercion is a mobile service delivery platform that creates retail storefronts ready for the mobile device. imercion includes OceanLake MobileGateway for the optimization of mobile browsing experiences that transparently enable users to visit any Internet site through their mobile phone with superior experiences. OceanLake MobileMail is a real-time mobile email product that enables every consumer with a mobile phone to cost effectively use email on their mobile device. OceanLake has also launched its own direct to consumer mobile email service, meemo (www.meemo.com) in North America based on the MobileMail platform. OceanLake Commerce is a publicly traded company on the Toronto Venture Exchange under the symbol OLI. It currently has offices in Singapore and Toronto, Canada. For more information, please visit www.oceanlake.com. This document may contain forward-looking statements, relating to OceanLake's operations or to the environment in which it operates, which are based on OceanLake's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond OceanLake's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. OceanLake disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. For more information about OceanLake, please visit www.oceanlake.com. For media enquiries please contact: Leo Tignini Horn Group ltignini@horngroup.com +1(646)688-0590 For investor enquiries please contact: Will Car CEO, OceanLake Commerce wcar@oceanlake.com +1(416)637-3501 |
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