FansUnite Entertainment Inc. (CSE: FANS) (OTCQB: FUNFF) ("FansUnite" or the "Company"), a technology company providing leading online gaming solutions, is pleased to announce that it has completed its previously announced upsized and oversubscribed private placement of transferable special warrants of the Company ("Special Warrants") for aggregate gross proceeds of $13,388,120 (the "Offering"). The Offering consisted of a brokered portion (the "Brokered Private Placement") and a non-brokered portion (the "Non-Brokered Private Placement") for aggregate gross proceeds of $12,611,250 and $776,870, respectively. Pursuant to the Offering, a total of 21,420,992 Special Warrants, including an aggregate of 2,578,000 Special Warrants issued as a result of the exercise of the agent's over-allotment option, were sold at a price per Special Warrant of $0.625 (the "Offering Price").
The Brokered Private Placement was conducted by Gravitas Securities Inc., as lead agent and sole bookrunner ("Gravitas" or the "Lead Agent") with a syndicate of agents including Haywood Securities Inc. and Mackie Research Capital Corporation (together with the Lead Agent, the "Agents").
Each Special Warrant entitles the holder thereof to receive one unit of the Company (each, a "Unit"), without payment of additional consideration, with each Unit being comprised of one common share of the Company (a "Common Share") and one half (1/2) of one transferable Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of $0.78 ("Warrant Exercise Price") per Warrant Share for a period of 24 months following the closing of the Offering (the "Closing Date").
The Special Warrants and the Warrants were created and issued pursuant to, and are governed by, the terms of a special warrant indenture and a warrant indenture, respectively, entered into between the Company and Odyssey Trust Company, as indenture trustee, and will be transferable pursuant to the terms of such indentures.
"The successful closing of this upsized financing provides further validation that the global gambling market is seeing a resurgence in demand from investors," said Scott Burton, CEO of FansUnite. "Despite the headwinds caused by the global pandemic in 2020, we saw consumers adopt and embrace online betting for its ease of access and simplicity. With our seasoned team of gaming operators, global B2C brands, and our industry adopted B2B technology platform, we were able to execute on multiple milestones that delivered value to our customers and shareholders."
"As we now look to advance our operations globally, we believe this additional capital will allow us to explore strategic initiatives and execute on our vision of becoming a globally recognized iGaming leader."
The net proceeds raised under the Offering will be used for working capital and general corporate purposes.
As soon as reasonably practicable after the Closing Date, the Company will use commercially reasonable efforts to prepare and file with each of the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Manitoba and Ontario (the "Jurisdictions"), and obtain a receipt for, a final short form prospectus (the "Final Prospectus"), qualifying the distribution of the Special Warrants issued pursuant to the Offering (and, thereby, qualify the distribution of the Common Shares, Warrants and Warrant Shares underlying the Special Warrants), in compliance with applicable securities law, within sixty (60) days from the closing of the Offering.
In the event that the Company has not received a receipt for the Final Prospectus within sixty (60) days following the Closing Date, each unexercised Special Warrant will thereafter entitle the holder thereof to receive upon the exercise thereof, at no additional consideration, one-and-one-tenth (1.10) Unit (instead of one Unit) (the "Penalty Ratio"), provided that nothing shall require the Company to issue fractional Units or Common Shares and Warrant underlying such Units, and any fractions resulting from the application of the Penalty Ratio shall be rounded down to the nearest whole number.
As consideration for its services in connection with the Brokered Private Placement, the Company paid to the Agents a cash commission equal to $931,350 and issued to the Agents a total of 1,490,160 non-transferable agent warrants (the "Agent Warrants"). Each Agent Warrant entitles the holder to purchase one unit of the Company (each, an "Agent Unit") on the same terms as conditions as the Units, at a price per unit equal to the Offering Price for a period of 24 months from the date of issuance thereof, with each Agent Unit being comprised of one (1) Common Share and one half (1/2) of one non-transferable Common Share purchase warrant (each whole warrant, an "Agent Unit Warrant"). Each Agent Unit Warrant shall be exercisable into one Common Share at the Warrant Exercise Price for a period of 24 months from the Closing Date.
Gravitas also provided fiscal advisory services pursuant to the terms of a fiscal advisory agreement (the "Fiscal Advisory Agreement") with respect to the Non-Brokered Private Placement. Pursuant to the Fiscal Advisory Agreement, the Company paid Gravitas a fiscal advisory fee equal to $49,899.60 and issued to the Lead Agent a total 79,839 advisor warrants (the "Advisor Warrants"). Each Advisor Warrant entitles the holder to purchase one unit of the Company (each, an "Advisor Unit") on the same terms and conditions as the Units, at a price per unit equal to the Issue Price for a period of 24 months from the date of issuance thereof, with each Advisor Unit being comprised of one (1) common share and one half (1/2) of one non-transferable Common Share purchase warrant (each whole warrant, an "Advisor Unit Warrant"). Each Advisor Unit Warrant shall be exercisable into one Common Share at the Warrant Exercise Price for a period of 24 months from the Closing Date. Gravitas has also been issued non-brokered units (the "Non-Brokered Units"). Each Non-Brokered Unit is comprised of one (1) Common Share and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a "Non-Brokered Unit Warrant"). Each whole Non-Brokered Unit Warrant shall be exercisable into one Common Share at the Warrant Exercise Price for a period of 24 months from the Closing Date.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the "United States" or to "U.S. persons" (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered, and the securities issuable pursuant thereto, have not been, nor will they be, registered under the U.S. Securities Act or any U.S. state securities laws, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an applicable exemption therefrom.
FansUnite is a global sports and entertainment company, focusing on technology related to regulated and lawful online gaming and other related products. FansUnite has produced a one of a kind complete iGaming platform, with a sports and esports focus geared for the next generation of online bettors and casino players. The platform includes products for pre-match betting, in-play betting, daily fantasy, content and a certified RNG to produce casino style chance games. The platform operates multiple B2C brands and B2B software for the online gambling industry. FansUnite also looks to acquire technology platforms and assets with high growth potential in new or developing markets.
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NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
FORWARD-LOOKING STATEMENTS: Certain information contained herein may constitute "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "believes," "belief," "expects," "intends," "anticipates," "potential," "should," "may," "will," "plans," "continue" or similar expressions to be uncertain and forward-looking. Forward-looking statements may include, without limitation, statements relating to future outlook and anticipated events such as: the use of proceeds from the Offering; the filing and receipt for the Final Prospectus; the Company's unique portfolio of assets; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto. Forward-looking statements are based on the Company's estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of FansUnite to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Additional information regarding the risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's Non-Offering Prospectus dated March 27, 2020 filed on its issuer profile on SEDAR at www.sedar.com and risks related to global pandemics, including the ability to successfully file and obtain approval for the Final Prospectus, the ability to obtain all requisite regulatory approvals in respect of the Final Prospectus, the ability to apply the proceeds of the Offering as intended, the novel coronavirus (COVID-19) global health pandemic, and the spread of other viruses or pathogens and influence of macroeconomic developments. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The forward-looking statements in this news release are made as of the date of this release. FansUnite disclaims and does not undertake to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
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