LottoGopher Announces Bravio Technologies Ltd. $3,000,000 Brokered Private Placement of Subscription Receipts Co-Lead by Gravitas Securities Inc. and Canaccord Genuity Corp.
LottoGopher Holdings Inc. (CSE:LOTO) (OTC Pink:LTTGF) (FSE:2LG) (“LottoGopher” or the “Company”) is pleased to announce that Bravio Technologies (the “Issuer” or “Bravio”) has appointed Gravitas Securities Inc. (“GSI”) and Canaccord Genuity Corp. (“Canaccord”) as co-lead agents to act on their own behalf and if applicable, on behalf of a syndicate of agents (collectively the “Agents”) to sell on a commercially reasonable best efforts basis of up to 5,000,000 subscription receipts of the Issuer (the “Subscription Receipts” or the “Offered Securities”) at a price of C$0.60 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of up to C$3,000,000 (the “Offering”). Pursuant to the terms of the Offering, the Agents have been granted an over-allotment option to purchase up to 5,000,000 Subscription Receipts on the same terms of the Offering for additional gross proceeds of C$3,000,000 (the “Overallotment”).
Each Subscription Receipt shall be automatically converted, without payment of any additional consideration and without further action on the part of the holder thereof, into one unit of the Issuer (a “Unit”), upon satisfaction of certain escrow release conditions subject to adjustment in certain events. Each Unit shall be comprised of one common share of the Issuer (a “Common Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall be exercisable into one Common Share at a price of C$0.90 per Warrant (the “Exercise Price”) for a period of two (2) years from the date the Escrow Release Conditions are satisfied. As part of the RTO (as defined below), the Common Shares and Warrants will be exchanged for common shares and warrants of the Resulting Issuer (as defined below).
The Offering is being made in the Provinces of British Columbia, Alberta and Ontario, as well as the United States.
The LottoGopher – Bravio RTO
Bravio and LottoGopher have entered into a definitive agreement pursuant to which the parties shall complete a reverse take-over (the “RTO”) and list the common shares of the resulting issuer (the “Resulting Issuer”) on the Canadian Securities Exchange (“CSE”).
On April 29th, 2019 the Company held a shareholders’ meeting where all resolutions put forth, including the resolution approving the RTO, were approved as more particularly described in the Company’s management circular dated April 3rd, 2019, a copy of which is available under LottoGopher’s profile on SEDAR at www.sedar.com.
LottoGopher Holdings owns and operates websites including LottoGopher.com and FreeLotto.com. LottoGopher.com is a lottery messenger service that allows users to easily order and manage their state lottery tickets online using a debit or credit card. By allowing individuals to choose their numbers and safely order tickets for the official lottery drawings in California, LottoGopher makes it simple for users to keep track of their tickets and winnings. LottoGopher Holdings also owns and operates the FreeLotto.com sweepstakes, online marketing and free member acquisition website. FreeLotto.com has attracted over 65 million members to date and has awarded nearly $100 million in prize money. Since its inception in 1999, FreeLotto members have played over 3.7 billion games. Currently, the FreeLotto website attracts over 7.3 million unique visitors per month and produces over 20,000 small prize winners per month. A global online database company, FreeLotto is a proven direct marketing model that offers free membership and a subscription service for its daily sweepstakes games.
Bravio is a mobile facing digital entertainment provider. Focused on consumer engagement and user retention, Bravio collects, harvests and analyses “big data”. Bravio assesses consumer trends, human behaviour and interactions across mobile networks and by doing so Bravio, via its business to business (B2B) partnerships, provide mobile phone users a variety of targeted digital entertainment.
Bravio’s short term objective is to conclude the RTO with LottoGopher, reduce and stabilize the combined enterprises and reduce expenditures. Bravio’s mid to long term strategy, once the operations of the two organizations are combined and streamlined, is to continue to enhance the existing product range and scale the business by providing multiple applications to targeted mobile phone users and further engage existing mobile customers through improved digital and social media marketing, refine the technological solutions used to support such digital entertainment platforms and monetize the wide range of “Big Data Analytics” available to Bravio obtained through its customers’ interactions.
On behalf of the Board of LottoGopher Holdings Inc.
Edward J. Tobin
Director & Interim CEO
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Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information relating to the timing and completion of the Offering and the RTO, the future operations of LottoGopher and Bravio, and the Resulting Issuer and other statements that are not historical facts. Forward-looking information is often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions.
All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the RTO and the Offering and the future plans and objectives of LottoGopher and Bravio, and the Resulting Issuer is forward-looking information that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Forward-looking information is based on numerous known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of LottoGopher and Bravio, and the Resulting Issuer to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Important factors that may cause actual results to vary include the failure to satisfy conditions to the completion of the Offering and RTO.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of LottoGopher, Bravio, and the Resulting Issuer. As a result, LottoGopher and Bravio and the Resulting Issuer cannot guarantee that either the RTO or the Offering will be completed on the terms and within the time disclosed herein or at all.
The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and LottoGopher, Bravio and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
The CSE has in no way passed upon the merits of the Offering or the RTO and has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.