VANCOUVER, B.C., June 18, 2003 (PRIMEZONE) -- Stockgroup Information Systems Inc. (OTCBB:SWEB) (TSX Venture Exchange:SWB), a financial media and technology company, announced today that it had, effective on June 4, 2003, issued an aggregate of 2,746,800 Units at $0.37 per Unit under the terms of a short form offering document of the Company dated April 30, 2003, as filed with and accepted by the TSX Venture Exchange on May 7, 2003, all through the agency of First Associates Investments Inc.
Each Unit consists of one common share of Stockgroup and one-half of one non-transferable common share purchase Warrant. Each whole Warrant now entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.75 per common share until June 4, 2004. In accordance with the terms of the Company's agency agreement, First Associates has been granted an option for the purchase of up to 274,680 Units, exercisable at a price of $0.37 per Unit for a period of 24 months from the closing date of June 4, 2003.
Effective at the opening June 19, 2003, all 2,746,800 issued shares will commence trading on the Exchange under the symbol "SWB.S" with the following U.S. resale restrictions applicable thereto.
Resale Restrictions: The securities of Stockgroup Information Systems Inc. (the "Company") issued pursuant to the short form offering dated April 30, 2003 (the "Short Form") have not been registered under United States Securities laws. For a minimum of one year from the Closing Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Act"), prohibits the trading of these securities into the United States or to purchasers that are U.S. persons unless they are traded pursuant to an applicable exemption from such laws or under an effective registration statement under the U.S. Act. All of the securities issued pursuant to the Short Form now bear a legend describing this restriction as forth below. The '.S' suffix on the symbol indicates that the securities are restricted in this manner. The Company is informed that no Exchange Member may execute a transaction in the securities issued pursuant to the Short Form if that Member knows that the purchaser is in the United States or is a U.S. person or is acting for the account or benefit of a U.S. person. The Company is also informed that each Member must make reasonable efforts to ascertain whether a purchaser is in the United States, is a U.S. person or is acting for the account or benefit of a U.S. person, and implement measures designed to assure reasonable compliance with this requirement.
The Company is informed that all confirmations issued in connection with trades in these securities must include the following: "These shares are subject to restrictions under the U.S. Securities Act of 1933. By your purchase of these common shares you are deemed to represent that you are not within the United States, are not a U.S. person and are not purchasing the common shares for the account or benefit of a U.S. person. The Company is a reporting company under United States securities laws, however, unless a further exemption is available or a registration statement is filed and effective in connection therewith, all shares issued under the Short Form will bear a Regulation S legend which will expire two years following June 4, 2003.
The Company also confirms that the following restrictive legend appears on each Share certificate issued under the Company's Short Form:
"The securities represented by this certificate may not be offered, sold, transferred, pledged or hypothecated in the United States or to U.S. Persons for a period of up to one year from the date of issuance unless such offer, sale, transfer, pledge or hypothecation is made pursuant to registration or an applicable exemption under the United States Securities Act of 1933, as amended (the "1933 Act"). In addition, the securities represented by this certificate have not been registered under the 1933 Act or the laws of any state, and will be issued pursuant to Regulation S, which is an exemption from registration under the 1933 Act.
The securities represented by this certificate may not be offered, sold, transferred, pledged or hypothecated in the United States or to U.S. persons prior to the end of a one-year period commencing on the later of (i) the date the securities are first offered to persons other than Distributors (as defined in Regulation S of the 1933 Act) or (ii) the date of the final closing of the offering of the securities by the company, unless such offer, sale, transfer, pledge or hypothecation (a) is made in accordance with the provisions of Regulation S or (b) is made pursuant to registration or an applicable exemption under the 1933 Act.
In addition, hedging transactions involving the securities represented by this certificate may not be conducted unless in compliance with the 1933 Act. The securities represented by this certificate are deemed "restricted securities" under Rule 905 of Regulation S and under Rule 144 of the 1933 Act. After a one-year period has elapsed as set out above, a purchaser of securities represented by this certificate may offer, sell, transfer, pledge or hypothecate such securities in the United States or to U.S. Persons pursuant to the provisions of Rule 144(e) of the 1933 Act (which is more commonly known as the "dribble out" period starting from the 13th month to the 24th month of ownership of such securities).".
Stockgroup is a financial media and technology company. It is a leading provider of private labeled financial software and content solutions to media, corporate and financial services companies. The Company employs proprietary technologies which enable its clients to provide financial data streams and news combined with cutting-edge fundamental, technical, productivity and disclosure tools to their customers, shareholders and employees at a fraction of the cost of traditional internal methods. The Company is also a provider of Public Company Disclosure and Awareness Products for publicly traded companies. Its financial web sites, including www.stockhouse.com, www.stockhouse.ca and www.smallcapcenter.com, are state-of-the-art online research centers for the investment community. To find out more about Stockgroup (OTC BB: SWEB, TSX-V: SWB, SWB.S), visit our website at www.stockgroup.com
TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
By Order of the Board of Directors of the Company "Marcus A. New" Marcus A. New, CEO Stockgroup Information Systems Inc. 800-650-1211 Contact: Stockgroup Information Systems Inc. John Bevilacqua Marcus New Corporate Communications Chief Executive Officer 1.800.650.1211 ext.180 1.800.650.1211 ext.100 ir@stockgroup.com marcusn@stockgroup.com
THIS NEWS RELEASE HAS BEEN PREPARED BY MANAGEMENT OF THE COMPANY WHO TAKES FULL RESPONSIBILITY FOR ITS CONTENTS. THE TSX VENTURE EXCHANGE NEITHER APPROVES NOR DISAPPROVES OF THE CONTENTS OF THIS NEWS RELEASE. THIS NEWS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, WITH RESPECT TO ACHIEVING CORPORATE OBJECTIVES, DEVELOPING ADDITIONAL PROJECT INTERESTS, THE ISSUER'S ANALYSIS OF OPPORTUNITIES IN THE ACQUISITION AND DEVELOPMENT OF VARIOUS PROJECT INTERESTS AND CERTAIN OTHER MATTERS. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN. THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.