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Completed Financing of $4 million
GOOD GAMER ENTERTAINMENT INC. (formerly Credent Capital Corp.) (TSXV: GOOD) (the " Company ") is pleased to announce that it has completed its previously announced "Qualifying Transaction" (the " Transaction "), with the result that the Company is now a Tier 2 Technology issuer under the policies of the TSX Venture Exchange (the " Exchange "). Good Gamer currently operates its online tournament management platform in the United States and Canada and is looking to become a leader in Esports real-money skills-based gaming industry to build a fully compliant tournament management platform where players engage with mobile gamers to enter contests and tournaments to play their favorite games to win real-money prizes in a safe, secure and regulated environment.
Trading in the common shares of the Company under the new stock symbol " GOOD " is expected to commence on October 21, 2021 .
Charlo Barbosa , CEO of the Company stated, "We are excited to be listing on the Toronto Venture Exchange and extremely pleased with our $4 million raise. We will be using the funds to build new games, to sponsor tournaments and to meet our near-term goals. We also plan to continue to upgrade our tournament management platform by adding additional features to optimize the game play and to build a strong community of gamers."
Good Gamer Business
Good Gamer is an Esports real money skill gaming operator with the ambition to become a leader in the skill gaming arena in Canada and the United States.
The Good Gamer tournament management platform, which was beta-launched on April 21, 2021 in Canada and the United States , allows game developers to enable real money social competition in their games and allow the game developers to host casual Esports tournaments for mobile players to win real money prizes (the " Tournament Management Platform "). Players will be able to fund their account with real money, which then gets credited with a corresponding amount into the player's online app account for the game that they are entering in.
Good Gamer has assembled a management and support team with a proven track record of delivering profitable gaming businesses. The existing structure of the business allows the building of the Tournament Management Platform, a major long-term asset - particularly the front end which is entirely bespoke. The IP and the backbone technology to the Tournament Management Platform is primarily developed for Good Gamer under the direction of Chief Technology Officer, Keith Bussey in Montreal, Quebec .
Qualifying Transaction
Pursuant to the terms of an amalgamation agreement (the " Amalgamation Agreement ") among the Company, Good Gamer Corp. (" Good Gamer ") and a subsidiary of the Company, the Company acquired all of the issued and outstanding securities of Good Gamer from Good Gamer's securityholders. Each holder of a Good Gamer common share received one (1) post-Consolidation common share of the Company (a " Resulting Issuer Share ") for each Good Gamer common share held. All currently outstanding convertible securities of Good Gamer, specifically Good Gamer warrants were exchanged or replaced with Resulting Issuer warrants based on a 1:1 ratio and on the same economic terms and conditions as previously issued.
A total of 30,414,088 Resulting Issuer Shares were issued to the Good Gamer Shareholders. After completion of the Transaction, the Good Gamer securityholders became securityholders of the Company.
In conjunction with Closing, the Company will pay a finder's fee to Madale Investment Corp., an arm's length party, of 1,000,000 Resulting Issuer Shares and 1,000,000 share purchase warrants (" Finder's Warrants "). Each Finder's Warrant will be exercisable at $0.40 per share for a period of two years from the date of issue. These securities will be subject to restrictions on resale for a period of four months from the date of issue.
The Company will also issue a total of 212,000 Resulting Issuer Shares in connection with the settlement of $84,800 of indebtedness owed to American Resource Management Consultants Inc.
In conjunction with closing of the Transaction, the Company completed a consolidation on the basis of five pre-consolidation common shares of the Company were exchanged for one post-consolidation common share of the Company (the " Consolidation "). The Company also changed its name to Good Gamer Entertainment Inc. on closing of the Transaction (the " Name Change "). As part of the Consolidation and the Name Change, the CUSIP for the Resulting Issuer Shares was changed to 382113108.
Non-Brokered Private Placement
Good Gamer previously completed a non-brokered private placement, of 10,000,000 subscription receipts (each a " Subscription Receipt ") at a price of $0.40 per Subscription Receipt for gross proceeds of $4,000,000 (the " Concurrent Private Placement ").
As a result of closing of the Transaction, each Subscription Receipt automatically converted into one common share of Good Gamer (an " Underlying Share ") and one-half of one share purchase warrant of Good Gamer (an " Underlying Warrant "). Pursuant to the Amalgamation Agreement, the Underlying Shares and Underlying Warrants were exchanged into Resulting Issuer Shares and common share purchase warrants of the Company (" Resulting Issuer Warrants "). Each Resulting Issuer Warrant is exercisable into a Resulting Issuer Share at an exercise price of $1.00 until October 1, 2023 .
Under the Concurrent Private Placement, Good Gamer paid a cash commission of $188,455 to eligible finders and issued a total 411,137 non-transferable common share purchase warrants (each a " Broker Warrant "). Each Broker Warrant will be exercisable into one Resulting Issuer Share at a price of $1.00 for a period of one year from the date of issue.
The proceeds of the Concurrent Private Placement will be used for platform enhancements, user acquisition and working capital over the next twelve months.
Outstanding Share Capital and Escrow Requirements
As a result of the transaction, there are an aggregate of 42,476,088 Resulting Issuer Shares, of which 20,508,728 Resulting Issuer Shares will be subject to a Tier 2 value escrow agreement and 432,000 Resulting Issuer Shares will be subject to the CPC escrow agreement.
Further, a significant portion of the Resulting Issuer Shares issued to the former shareholders of Good Gamer are subject to the following restrictions on resale:
(a) | 10,005,328 Resulting Issuer Share issued in exchange for Good Gamer common shares previously purchased at $0.25 will be subject to a hold period and will be released as follows: 25% will be free trading on October 20, 2021, 25% will be released on January 20, 2022, an additional 25% on May 20, 2022 and a final 25% on August 20, 2022; and |
(b) | 10,000,000 Resulting Issuer Share issued to the holders of Good Gamer Subscription Receipt purchased at $0.40 will be subject to a voluntary hold period and released as follows: 33% on October 20, 2021, an additional 33% on January 20, 2022, and the remaining 34% on April 20, 2022. |
Directors and Officers of the Company
Following the Transaction, the leadership team of the Company consists of:
● | Charlo Barbosa | - | Chief Executive Officer and Director | |
● | Zara Kanji | - | Chief Financial Officer | |
● | Adam Hudani | - | Chief Operating Officer and Director of Subsidiary | |
● | Keith Bussey | - | Chief Technology Officer | |
● | Kelly Pladson | - | Corporate Secretary | |
● | Howard Donaldson | - | Director | |
● | Russ McMeekin | - | Director | |
● | Praveen Varshney | - | Director | |
● | Gurminder Sangha | - | Director of Subsidiary |
Stock Option Grants
The Company has a total of 4,190,0000 stock options to its directors, officers, employees and consultants, representing the stock options issued and outstanding of Good Gamer prior to closing of the Transaction. The stock options have a four-year term, 3,890,000 stock options are exercisable at $0.25 per share and will vest immediately (except for options issued for investor relations activities) and 300,000 stock options are exercisable at $0.40 per share and will vest immediately (except for options issued for investor relations activities).
Additional Information
Additional information about the Company and the Transaction is available on SEDAR at www.sedar.com under the Company's profile. The summary of the Transaction set out above is qualified in its entirety by reference to the description of the Transaction in the Company's filing statement posted on SEDAR on September 30, 2021 .
About Good Gamer Entertainment Inc.
Good Gamer Entertainment Inc. (TSXV:GOOD) is a British Columbia company that holds a 100% interest in its wholly-owned subsidiary Good Gamer Corp. whose principal business is operating its online Esports skills-based real-money gaming tournament management platform (the "Tournament Management Platform") in Canada and the United States . The Tournament Management Platform allows players to compete against other users for real prizes in skills-based casual mobile games. All games on the Tournament Management Platform are one hundred percent (100%) skill-based and do not involve random number generation elements.
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: risks and uncertainties relating to general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Resulting Issuer undertakes no obligation to publicly update or revise forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Good Gamer Entertainment Inc.
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