Global Daily Fantasy Sports Inc. Provides Update on Current Financing and Other Corporate Matters
Vancouver, British Columbia--(Newsfile Corp. - April 23, 2020) - Global Daily Fantasy Sports Inc. (TSXV: DFS) / (FSE: 7CR) ("Global" or the "Company") announced today certain updates in connection with recent corporate matters and the Company's previously announced financing of up to 33,333,334 subscription receipts (each, a "Subscription Receipt") at a price of $0.15 per Subscription Receipt for aggregate gross proceeds to the Company of up to $5,000,000 (the "Financing").
The Company has added a common share purchase warrant (a "Warrant") to the securities issuable upon exercise of the Subscription Receipts. For further clarity, upon the satisfaction or waiver of the escrow release conditions as described in the Company's press release dated January 15, 2020 (such date being the "Escrow Release Date"), each Subscription Receipt will, without payment of any additional consideration and without further action on the part of the holder thereof, now be automatically exercisable into one common share in the capital of the Company and one Warrant. Each Warrant will entitle the holder thereof to purchase one common share in the capital of the Company (each, a "Warrant Share") at an exercise price of $0.215 per Warrant Share at any time during the period commencing on the Escrow Release Date and ending on the date which is 18 months from the Escrow Release Date. The expiry date of the Warrants may, at the Company's option, be accelerated if at any time between the date that is four months and one day following the closing date of the Financing and the expiry date of the Warrants, the common shares of the Company trade at a closing price of $0.30 or above for a period of 20 consecutive trading days on the TSX Venture Exchange or such other stock exchange where the Company's common shares are listed.
On March 23, 2020, the Canadian Securities Administrators issued a notice stating that securities regulators will be providing co-ordinated relief consisting of a 45-day extension for certain periodic filings required to be made on or prior to June 1, 2020, as a result of the COVID-19 pandemic. As such, the B.C. Securities Commission has enacted B.C. Instrument 51-515, Temporary Exemption from Certain Corporate Finance Requirements ("BCI 51-515").
The Company intends to rely on the extension provided by BCI 51-515 in respect to the filing of its audited Annual Financial Statements and Management's Discussion and Analysis ("MD&A") for the year ending December 31, 2019, together with related officer certificates as required by Part 4 and Part 5 of National Instrument 51-102, Continuous Disclosure Obligations ("NI 51-102") and Part 4 of National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") . The Company also intends to rely on the extension provided by BCI 51-515 for its Interim Financial Statements and MD&A for the three months ending March 31, 2020, together with the related officer certificates as required by Part 4 and Part 5 of NI 51-102 and Part 5 of NI 52-109. The Company is working diligently and expeditiously with its auditors and expects that it will be able to file its annual documents no later than June 15, 2020 and its first quarter documents no later than July 14, 2020.
Furthermore, the Company's directors, officers and other insiders will be subject to a trading blackout that reflects the principals described in Section 9 of National Policy 11-207, Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, until such time as it is no longer applicable. The Company confirms that there have been no material business developments that have occurred subsequent to the filing of the Company's September 30, 2019, interim financial statements on November 28, 2019, that have not already been disclosed by the Company through news releases filed on SEDAR.
Global is pleased to announce the addition of Edward Fear as VP of Products, Fantasy Sports. A 20-year veteran of the gaming industry, Mr. Fear has a long history of providing entertainment and gaming offerings through both physical and online platforms and is an industry expert at developing and optimizing products for ideal customer interaction. Edward's work history includes game designer and developer for companies such as Upper Deck Entertainment and Activision-Blizzard, launching and expanding dynamic products based on premium licenses including WWE, Marvel and DC Comics, and the World of Warcraft.
Justin Shulman has resigned from his position as COO of the Company. Global and the board of directors would like to wish Mr. Shulman all the best in his future endeavours and want to thank him for his contribution to the Company during his tenure.
Additional Short Term Capital
Further to the Company's news releases dated December 2, 2019 and January 15, 2020, in continuing to provide working capital to complete the previously announced acquisition of Playgon Interactive Inc., the Company has increased a working capital loan from arm's length parties to $500,000. The loan is at twelve percent (12%) interest per annum, due on demand and unsecured. The Company intends to repay the loan from the proceeds of the Financing.
About Global Daily Fantasy Sports Inc.
Global Daily Fantasy Sports Inc. (TSXV: DFS) (FSE: 7CR) is providing a multi-tenant gateway that allows operators to offer their customers a world class Daily Fantasy Sports software solution. The platform allows for seamless integration at the operator level without having to share or compromise any sensitive customer data. Joining the Company's network allows operators to capitalize on a mature infrastructure, with shared liquidity that was built specifically for regulated market environments. As a true B2B global network, the Company offers a SaaS product that is an ideal turn-key solution for sportsbook operators, land-based operators, media groups, and big database companies to participate in the daily fantasy sports industry.
For further information, please visit the Company's website at www.gdfsi.com.
Global Daily Fantasy Sports Inc.
Per: "Darcy Krogh"
Darcy Krogh, President and CEO
For further information, contact:
Mike Marrandino, Director
Tel: (604) 722-5225
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release may constitute forward-looking statements under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects" or "it is expected", or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements in this press release include, but are not restricted to, statements regarding the completion of the acquisition of Playgon Interactive Inc. (the "Transaction") and the Financing, receipt of regulatory shareholder approvals required for completion the Transaction, receipt of regulatory approvals required for completion of the Financing, and the anticipated filing date for its annual and interim disclosure documents.
These forward-looking statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include that the Transaction does not complete, the Company fails to satisfy the escrow release conditions prior to the release deadline in connection with the Financing, the Company does not receive regulatory acceptance to the Financing, and the Company does not file its annual and interim disclosure documents by the anticipated date. Accordingly, the actual events may differ materially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, except as may be required by applicable securities laws.
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