Vancouver, British Columbia--(Newsfile Corp. - January 15, 2020) - Global Daily Fantasy Sports Inc. (TSXV: DFS) (FSE: 7CR) ("Global" or the "Company") is pleased to announce, in connection with the Company's proposed acquisition (the "Transaction") of Playgon Interactive Inc. ("Playgon") as announced by news release dated December 2, 2019 and updated below, that it has entered into an engagement agreement with Beacon Securities Limited (the "Agent") to conduct a brokered private placement on a commercially reasonable best efforts basis of up to 33,333,334 subscription receipts (each, a "Subscription Receipt") of the Company at a price of $0.15 (the "Issue Price") per Subscription Receipt for aggregate gross proceeds to the Company of up to $5,000,000 (the "Offering").
The Agent has been granted an option (the "Agent's Option") to increase the size of the Offering by up to an additional 5,000,000 Subscription Receipts, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the Offering (the "Closing Date"), for additional aggregate gross proceeds to the Company of up to $750,000. In the event that the Agent's Option is exercised in full, the aggregate gross proceeds raised by the Company will be $5,750,000.
Each Subscription Receipt will entitle the holder thereof, provided that the Escrow Release Conditions (as defined below) have been satisfied or waived by the Agent prior to the Release Deadline (as defined below), to receive on the Closing Date one common share in the capital of the Company (a "Common Share") without payment of any additional consideration and without further action on the part of the holder. The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among the Company, the Agent and a subscription receipt agent to be determined. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering, less 50% of the Agent's Fee (as defined below) and the expenses of the Agent (the "Escrowed Funds"), will be held in escrow pending satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), including: (i) all necessary shareholder (if required) and regulatory approvals required for the completion of the Transaction and for the issuance of all Common Shares upon the deemed exercise of the Subscription Receipts having been obtained; and (ii) all of the conditions precedent to the completion of the Transaction shall have been satisfied or waived, other than the release of the Escrowed Funds and the closing of the Transaction. Upon satisfaction of the Escrow Release Conditions prior to the Release Deadline, the balance of the Agent's Fee will be released to the Agent and the balance of the Escrowed Funds, together with any interest thereon, will be released to the Company.
If the Escrow Release Conditions have not been satisfied by 5:00 p.m. (Toronto time) on the date that is 120 days after the Closing Date (the "Release Deadline"), or if prior to such time, the Company and/or Playgon advises the Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipt Agent will return to the Subscription Receipt holders a cash amount equal to the aggregate Issue Price paid by them together with their pro rata portion of any interest that was earned on the Escrowed Funds, less any applicable withholding taxes.
The Company has agreed to pay the Agent a cash commission (the "Agent's Fee") equal to 7% of the aggregate gross proceeds of the Offering, subject to a reduced commission for any subscriptions from President's list subscribers. The Company has also agreed, subject to receipt of regulatory approvals, to issue to the Agent compensation options (the "Compensation Options") on the Closing Date equal to 7% of the aggregate number of Subscription Receipts issued pursuant to the Offering, subject to a reduced number of Compensation Options in respect of any subscriptions from President's list subscribers. Upon the satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds, each Compensation Option will be exercisable for one Common Share at the Issue Price per Common Share for a period of eighteen (18) months following the satisfaction of the Escrow Release Conditions, subject to acceleration at the option of the Company in certain circumstances.
The Offering is expected to close on or about February 7, 2020, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approvals of the TSX Venture Exchange. The Company intends to use the net proceeds from the Offering to fund the Transaction and the launch of Playgon's Las Vegas Studio, sales and marketing, continued software development and for general working capital.
All securities issued pursuant to the Offering will be subject to a statutory four-month hold period from the Closing Date in accordance with Canadian securities legislation.
The Subscription Receipts will be sold in Canada on a private placement basis to "accredited investors" in accordance with applicable securities law and under applicable exemptions from prospectus requirements pursuant to National Instrument 45-106 - Prospectus Exemptions. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Pursuant to the Company's press release dated December 2, 2019, Global and Playgon have agreed to extend the closing date of the Transaction from January 15, 2020 to on or before February 28 2020. In addition, the Company will arrange an additional short-term working capital loan for up to $200,000 under the same terms and conditions as detailed in the Company's press release dated December 2, 2019.
About Playgon Interactive Inc.
Playgon is a technology company devoted to leading the innovation curve in Live Dealer Casino gaming, featuring an unrivaled mobile platform. With its 12,000 sq. ft state of the art broadcasting studio streaming live from Las Vegas, the gaming capital of the world, Playgon is providing the ultimate in interactive entertainment with first-to-market products and mobile-first strategies that are years ahead of the competition. It's cutting-edge technology and operational best practices make Playgon the best possible partner for online casinos looking to the future. Playgon's Live Dealer Casino games covers the classic and most played casino favourites, from Roulette and Blackjack to Baccarat and Casino Hold'em with new in game features and functionality to boost online casino revenues, such as bonus features, side bets, tournament functionality and other promotional tools.
For further information, please visit the Company's website at www.playgon.com.
About Global Daily Fantasy Sports Inc.
Global Daily Fantasy Sports Inc. (TSXV: DFS) (FSE: 7CR) is providing a multi-tenant gateway that allows operators to offer their customers a world class Daily Fantasy Sports software solution. The platform allows for seamless integration at the operator level without having to share or compromise any sensitive customer data. Joining the Company's network allows operators to capitalize on a mature infrastructure, with shared liquidity that was built specifically for regulated market environments. As a true B2B global network, the Company offers a SaaS product that is an ideal turn-key solution for sportsbook operators, land-based operators, media groups, and big database companies to participate in the daily fantasy sports industry.
For further information, please visit the Company's website at www.gdfsi.com.
Global Daily Fantasy Sports Inc.
Per: "Darcy Krogh"
Darcy Krogh, President and CEO
For further information, contact:
Mike Marrandino, Director
Tel: (604) 722-5225
Neither 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.
Certain statements contained in this press release may constitute forward-looking statements under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects" or "it is expected", or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward looking statements in this press release include, but are not restricted to, statements regarding the completion of the Transaction and the Offering, the satisfaction or waiver of the Escrow Release Conditions prior to the Release Deadline, the intended uses of proceeds of the Offering, receipt of regulatory and shareholder approvals required for completion the Transaction and receipt of regulatory approvals required for completion of the Offering.
These forward-looking statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include that the Transaction does not complete, the Company fails to satisfy the Escrow Release Conditions prior to the Release Deadline and the Company does not receive regulatory acceptance to the Offering. Accordingly, the actual events may differ materially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, except as may be required by applicable securities laws.
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