Aquilini GameCo Closes C$10 million in Bought Deal Private Placement

Aquilini GameCo announced that it has closed its bought deal private placement of C$10 million in convertible debentures by J55 Capital (TSXV:FIVE). The convertible debentures will be converted into GameCo or J55 shares at a price of C$0.45. Conversion will be applicable on the earlier of either June 30, 2020 or the closing of the deal with Enthusiast Gaming that was announced on May 30, 2019.

As quoted in the press release:

The Debentures will mature on the date (the “Maturity Date”) that is the earlier of: (i) June 30, 2020, and (ii) the closing date of the plan of arrangement among Enthusiast Gaming Holdings Inc. (“Enthusiast Gaming”), J55 and GameCo to be completed pursuant to the arrangement agreement dated May 30, 2019 pursuant to which J55 has agreed to acquire all of the outstanding common shares of Enthusiast Gaming in exchange for common shares of J55 on the basis of 4.22 J55 common shares for each one Enthusiast common share (collectively, the “Arrangement”). Prior to the completion of the RTO Transaction (as defined herein) and the Arrangement, J55 shall complete a 1.25:1 share consolidation.

Under the terms and conditions of an amalgamation agreement among J55, 11305751 Canada Inc. (“J55 Subco”), and GameCo dated May 30, 2019 as amended June 19, 2010 (collectively, the “Amalgamation Agreement”), any Debentures that remain outstanding immediately prior to the completion of the three cornered amalgamation of J55, GameCo and J55 Subco as more particularly described in the Amalgamation Agreement (the “RTO Transaction”) shall be exchanged on a 1:1 basis for convertible debentures of the Company. The resulting convertible debentures of J55 will be convertible into common shares of J55 on the same terms as the Debentures.

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