FansUnite Entertainment Inc. (CSE: FANS) (OTCQB: FUNFF) ("FansUnite" or the "Company"), a technology company providing leading online gaming solutions, is pleased to announce that, due to strong investor demand, it has entered into an amended agreement with Gravitas Securities Inc., as lead agent and sole bookrunner (the "Lead Agent") on its own behalf and, on behalf of a syndicate of agents including, Haywood Securities Inc. and Mackie Research Capital Corporation (collectively with the Lead Agent, the "Agents"), to increase the size of the previously announced private placement of the Company.
Pursuant to the increase, the Company will offer for sale up to an aggregate of 17,600,000 special warrants of the Company (the "Special Warrants") at a price of $0.625 per Special Warrant for aggregate gross proceeds of approximately $11 million (the "Offering"). The Company has also amended the option granted to the Agents, to provide for the sale of up to an additional 2,640,000 Special Warrants (the "Over-Allotment Option"), which Over-Allotment Option is exercisable in whole or in part at any time up to 30 days following the closing of the Offering. The initial closing date is expected to be on or about the week of January 11th, 2021 (the "Closing Date" or "Closing") and the Offering may be completed in one or more closings at the discretion of the Lead Agent.
Each Special Warrant shall be exercisable, for no additional consideration at the option of the holder, into one unit of the Company (each, a "Unit"), with each Unit being comprised of one common share of the Company (a "Common Share") and one half (1/2) of one non-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 per Warrant Share for a period of 24 months after Closing (the "Expiry Date").
"Due to overwhelming demand from a broad range of investors, we have decided to increase our private placement offering to $11M from our previously announced target of $5M," said Scott Burton, CEO of FansUnite Entertainment. "The upsizing of our financing provides us with confidence that the investment community believes in our continued vision of becoming a leader in the global iGaming industry, while providing us the necessary capital to pursue strategic opportunities to enhance shareholder value."
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, the Company will 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 securities issued pursuant to the Offering, 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, 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 Shares underlying such Units, and any fractions resulting from the application of the Penalty Ratio shall be rounded down to the nearest whole number.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States 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 have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, 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 or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
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 Offering, 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 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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