Tickers: XTSX:DFS
Tags: #Gaming, #Technology
Vancouver, B.C. - TheNewswire - June 17, 2020 - Global Daily Fantasy Sports Inc. (TSXV:DFS) / (Frankfurt:7CR) (the "Company" or "Global") is pleased to announce that it has closed its previously announced subscription receipt financing, including the exercise of the Agent's option, of an aggregate of 38,331,588 subscription receipts of the Company (the "Subscription Receipts") for aggregate gross proceeds of approximately $5,750,000 (the "Financing").
The Subscription Receipts were offered with Beacon Securities Limited (the "Agent") acting as agent on a commercially reasonable best efforts basis. Pursuant to the terms of an agency agreement dated June 17, 2020 among the Company, the Agent and Playgon Interactive Inc. ("Playgon"), the Company has agreed to pay to the Agent aggregate cash fees of $364,080, 50% of which were paid on the closing of the Financing and the other 50% of which will be payable upon the satisfaction of the escrow release conditions (the "Escrow Release Conditions") set out in the subscription receipt agreement dated June 17, 2020 (the "Subscription Receipt Agreement") among the Company, the Agent and Computershare Trust Company of Canada, as subscription receipt agent. The Escrow Release Conditions include, among other things, the completion or waiver of all of the conditions precedent to the completion of the acquisition (the "Acquisition") of all of the outstanding shares of Playgon, other than the release of the escrowed funds being held pursuant to the terms of the Subscription Receipt Agreement and the closing of the Acquisition. The Agent was also issued 1,171,866 compensation options having the terms described in the Company's press release January 15, 2020. The Company has also agreed to issue 96,960 common shares in the capital of the Company (the "Compensation Shares") to the Agent on the closing of the Acquisition, which shares will be issued at a deemed price of $0.15 per share. The Company intends to use the net proceeds of the Financing for Playgon product development and studio launch, to fund Acquisition and Financing expenses and for working capital and general corporate purposes of the Company. The Acquisition is scheduled to close on or about June 19, 2020.
All securities issued in connection with the Financing are subject to a Canadian securities law resale restriction period expiring on October 18, 2020, other than the Compensation Shares which are subject to a Canadian securities law resale restriction period expiring on the date that is four months and a day after the closing of the Acquisition. The Financing is subject to the final acceptance of the TSX Venture Exchange. Further details regarding the Financing are contained in the Company's press releases dated January 15, 2020, April 23, 2020 and June 11, 2020.
Certain directors of the Company participated in the Financing and purchased an aggregate of 550,667 Subscription Receipts for aggregate gross proceeds of $82,600. The participation in the Financing by the directors of the Company constitute related party transactions pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation of the insiders in the Financing in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The Financing was unanimously approved by the board of directors of the Company, with the respective interested directors having declared and abstained from voting on the resolutions with respect to their interest therein.
About Playgon Interactive Inc.
Playgon is a technology company devoted to leading the innovation curve in Live Dealer Casino gaming, featuring an unrivalled 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. Its 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 cover the classic and most played casino favorites, 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.
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 satisfaction or waiver of the Escrow Release Conditions, completion of the Acquisition, the use of proceeds of the Financing, including the Playgon studio launch, receipt of regulatory approvals required for completion of the Acquisition and receipt of regulatory approvals required for completion of the Financing.
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 Acquisition 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 Financing. 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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