FansUnite Secures Senior Debt to Restructure Earn-Out Obligations

Eliminating over C$43 million in contingent liability

Vancouver, British Columbia--(Newsfile Corp. - September 19, 2022) - FansUnite Entertainment Inc. (TSX: FANS) (OTCQX: FUNFF) ("FansUnite" or the "Company") is pleased to announce that it has entered into a definitive agreement with Centurion Financial Trust, an investment trust formed by Centurion Asset Management Inc., one of Canada's leading asset management companies specializing in real estate and other alternative asset classes, in respect of a senior term loan up to C$12,350,000.

The purposes of the loan are for restructuring of earn-out obligations owed to a number of individuals under the definitive agreement dated November 22, 2021 (the "Prior Agreement"). The Company will initially draw on C$8,233,000.

Pursuant to the restructuring, the payments will constitute of ‎US$4,775,000 (C$6,303,000) upfront (cash and loan forgiveness) and US$550,000 (C$726,000) contingent on certain future events, resulting in an estimated reduction in contingent liabilities of the Company of over C$43.0M.

ObligationPreviousRestructured to
Earn-out Multiple on EBITDA*2.75x1.00x
Contingent LiabilityC$78.4m** C$35.0m***

 

*the Prior Agreement provided for earn-out payments calculated according to EBITDA targets with minimum margin guarantees each fiscal quarter for the three year period following closing
**as reported on June 30, 2022 Financial Statements
***based on current estimates, this will be reported on September 30, 2022 quarterly financial statements

"With current market conditions and share price, we made it a priority to restructure the earn-out terms of the American Affiliate acquisition as it was in the best interest of all parties and our shareholders," said Scott Burton, CEO of FansUnite. "We secured senior debt with a great partner to allow us to significantly reduce the contingent liability associated with the acquisition, resulting in substantially less future dilution for our shareholders."

Burton continued, "As part of the restructure, we will keep more cash in the Company moving forward. We also maintain a strong balance sheet and will not need to raise equity capital at this time. We continue to be ahead of internal revenue projections and are excited for the NFL season and American sports to restart as these sports correlate with our largest revenue months. Further, the Company has already cut approximately C$1.5M in expenses on an annual basis as the company focuses on the cash generating assets of the business."

In connection with the restructuring, Sean Hurley (Chief Strategy Officer of American Affiliate Co. LLC ("AmAff")), Pearl Gallagher (Chief Legal Officer of AmAff), and Alec Driscoll (SVP Operations of AmAff) have transitioned from full time employees to contracted advisors.

For additional details with respect to the Prior Agreement, please refer to the Company's news release dated November 23, 2021 which provides additional details regarding the Prior Agreement and can be accessed on the Company's profile on SEDAR at www.sedar.com.

Senior Debt

FansUnite is also pleased to announce that the Company and AmAff have entered into a definitive agreement that constitutes a secured non-convertible debenture (the "Debenture") with Centurion Financial Trust, as lender agent and nominee for the lenders party thereto from time to time (in such capacity, the "Agent"), and Centurion Financial Trust and certain other arms' length lenders‎ (collectively, the "Lenders" and each, a "Lender"). The Debenture secures the commitment of up to C$12,350,000 (the "Commitment") for AmAff, and is secured by certain assets of AmAff, the Company and other guarantors, being certain subsidiaries of the Company.

The Commitment will become available as funds advanced by Lenders through multiple non-revolving tranches. Any funds advanced will bear interest at a rate of 11.00% per year calculated and compounded monthly in arrears and payable at the beginning of each month during which any obligations are outstanding. Early repayments of funds advanced may be subject to a prepayment charge determined by the date the payment was made. The Agent will have a right to cancel any remaining undrawn balance of the Commitment after the first anniversary of the Debenture. If canceled, any portion of the Commitment which remains undrawn is terminated and fully canceled. The maturity date of the Debenture will be three years from issuance date.

Funds from tranche 1 ("Tranche 1") will be advanced by way of a single draw up to a maximum of C$8,233,000.

Funds from tranche two ("Tranche 2") may be advanced by way of multiple draws up to a maximum amount of C$4,117,000. All Tranche 2 funds may be advanced by the Agent, for and on behalf of the Lenders, upon request up to the maximum borrowings then available under Tranche 2. The maximum borrowings available under Tranche 2 may vary based on Agent's successful syndication of Tranche 2.

FansUnite intends to use the proceeds advanced under the Debenture in connection with the payment of earn-out obligations owed under the Prior Agreement and the payment of fees and expenses of the Agent and Lenders.

In consideration for the Commitment, the Company will issue certain non-transferable warrants to the Lenders. On September 19, 2022, the Company will issue an aggregate amount of 14,701,785 common share purchase warrants (the "Initial Warrants"), representing 25% of the aggregate value of the Tranche 1 portion of the Commitment. Each Initial Warrant will entitle the relevant Lender to purchase one common share of the Company at an exercise price of C$0.14 for a period of three years form the date of issuance.

The Company will also issue warrants based on the funds made available from Tranche 2. The Company will issue, from time to time, common share purchase warrants ("Subsequent Warrants" together with Initial Warrants, the "Warrants"), representing 25% of the aggregate value made available under Tranche 2. Each Subsequent Warrant will entitle the relevant Lender to purchase one common share of the Company at an exercise price determined by the volume weighted average closing price of the Company's common shares for the five trading days prior to issuance of such warrants. The Subsequent Warrants will have a term of three years from the date of issuance.

Issuance of the Warrants is subject to final approval from Toronto Stock Exchange ("TSX").

The Warrants will be subject to a four month and one day hold period as of the date of issuance.

The Company paid Stifel GMP a cash finder's fee equal to 6% in connection with the debt financing.

About FansUnite Entertainment Inc.

FansUnite is a global sports and entertainment company, focusing on technology related to regulated and lawful online gaming. FansUnite's one-of-a-kind iGaming platform Chameleon offers operators a full suite of gaming solutions with a sports and esports focus geared for the next generation of online bettors and casino players. Along with providing B2B technology solutions, FansUnite operates multiple B2C brands, such as Scottish sportsbook McBookie and Brazilian esportsbook VamosGG, and produces casino style slot games under its Askott Games subsidiary. FansUnite is the parent company of North American-focused AmAff, which operates leading affiliate brands such as Betting Hero, Props.com, and BetPrep.

About Centurion

Centurion Asset Management Inc. is one of Canada's leading asset management companies specializing in real estate and other alternative asset classes. Centurion's investment solutions - Centurion Apartment Real Estate Investment Trust and Centurion Financial Trust - offer investors diversified portfolios of rental apartments, mortgages, real estate developments and debt instruments that deliver solid returns on their investments. Centurion Financial Trust provides customized financing solutions that address the core needs of companies. For more information, please visit the company's website at https://www.centurion.ca/.

For further information, please contact:

Prit Singh, Investor Relations at FansUnite
ir@fansunite.com
(905) 510-7636

Scott Burton, Chief Executive Officer of FansUnite
scott@fansunite.com

Darius Eghdami, President of FansUnite
darius@fansunite.com

FORWARD-LOOKING INFORMATION: ‎

This news release contains certain statements that may constitute forward-looking information ‎under applicable securities laws. All statements, other than those of historical fact, which address ‎activities, events, outcomes, results, developments, performance or achievements that FansUnite anticipates or expects may or will occur in the future (in whole or in part) should be ‎considered forward-looking information. Often, but not always, forward-looking information can ‎be identified by the use of words such as "plans", "expects", "is expected", "budget", ‎‎"scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations ‎‎(including negative variations) of such words and phrases, or statements formed in the future ‎tense or indicating that certain actions, events or results "may", "could", "would", "might" or ‎‎"will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. ‎Forward-looking statements in this news release include, but are not limited to, impact of restructuring the earn-out obligations, the statement that the Company will not need equity capital at this time, the Company's ability to satisfy the conditions under the Debenture, the use of proceeds advanced under the Debenture, obtaining final approval from the TSX with respect to the Warrants, the Company's strategic objectives, management, goals, relationship with US affiliate market, its operations, and its available financing.

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 Annual Information Form dated June 15, 2021 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.

DISCLAIMER REGARDING FINANCIAL INFORMATION:‎

The Company has provided an estimate of contingent liability, which has ‎been prepared by ‎management based on information currently available to the Company. ‎‎Accordingly, such financial information may be subject to change based on the third quarter results of the ‎Company. The making of a modifying or superseding statement shall not be deemed ‎an ‎admission for any purposes that the modified or superseded statement, when made, constituted ‎a ‎misrepresentation for purposes of applicable securities laws.‎

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/137615

info