On November 15, 2011, Palladium Capital Advisors, LLC acted as placement agent for Quepasa Corporation (the “Company”) in conjunction with the sale of 280,112 shares of the Company’s common stock (the “Shares”) to one investor for $1,000,000.
This sale was part of the previously disclosed $8,000,000 that the Company was seeking to raise in addition to the $10,000,000 that was required to be sold and was sold in order to complete the merger with myYearbook. In addition, as disclosed in a Form 8-K filed on November 10, 2011, the Company sold $1,557,000 which was also part of the $8,000,000. The Company agreed to file a registration statement registering the Shares. The Shares have not been registered under the Securities Act of 1933 (the “Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Act and Rule 506 promulgated thereunder. These Shares may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. The investor is an accredited investor, acquired the Shares for investment, and there was no general solicitation. In connection with this investment, the Company paid a $60,000 placement agent fee to Palladium Capital Advisors, LLC.