Apolo III Acquisition Corp. and Playmaker Capital Inc. Enter into Binding Letter of Intent to Complete Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - March 8, 2021) - Apolo III Acquisition Corp. (TSXV: AIII.P) ("Apolo") and Playmaker Capital Inc. ("Playmaker") are pleased to announce that they have entered into a binding letter of intent dated March 8, 2021 (the "LOI"), which outlines the terms and conditions pursuant to which Apolo and Playmaker will complete a transaction that will result in a reverse take-over of Apolo by Playmaker (the "Proposed Transaction"). The Proposed Transaction will be an arm's length transaction, and, if completed, will constitute Apolo's "Qualifying Transaction" (as such term is defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual).
Playmaker is a digital sports media company that lives at the intersection of sports, gambling, media and technology. Playmaker is building a collection of premier sports media brands, curated to deliver highly engaged audiences of sports fans to sports betting companies, leagues, teams and advertisers.
Proposed Transaction Summary
The Proposed Transaction is expected to be structured such that, a wholly-owned subsidiary of Apolo will amalgamate with Playmaker (the "Combination") to form a newly amalgamated company ("Amalco") and thereafter Amalco shall complete a short form vertical amalgamation with Apolo. Pursuant to the Combination, holders of common shares in the capital of Playmaker (each a "Playmaker Share") will receive one common share in the capital of Apolo (each, an "Apolo Share"), in each case on a post-Consolidation (as defined below) basis. In addition, pursuant to the Combination, each Playmaker stock option and certain Playmaker warrants will be exchanged for an Apolo stock option and/or Apolo warrant, as applicable, on substantially the same terms and conditions, except that such securities will thereafter be exercisable to receive common shares of the entity resulting from the Proposed Transaction (the "Resulting Issuer").
In order to align the value of the Apolo Shares with the value per Playmaker Share at which the Proposed Transaction and the Concurrent Financing (as defined below) will be completed, it is anticipated that Apolo will consolidate the Apolo Shares on the basis of one post-consolidation Apolo Share for every 4.54 existing Apolo Shares (the "Apolo Consolidation") and that Playmaker will consolidate the Playmaker Shares on the basis of one post-consolidation Playmaker Share for every 2.5 existing Playmaker Shares (the "Playmaker Consolidation" and together with the Apolo Consolidation (the "Consolidations").
Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Playmaker. Pursuant to the terms of the Proposed Transaction, Apolo intends to change its name to "Playmaker Capital Inc." or such other name as is mutually agreed between Apolo and Playmaker and acceptable to applicable regulators (the "Name Change"). Further, it is proposed that the officers and directors of Playmaker will replace the existing officers and directors of Apolo. Biographical information regarding these individuals is provided below under the heading "Officers and Directors".
The Proposed Transaction is subject to the parties successfully entering into a definitive agreement in respect of the Proposed Transaction on or before May 1, 2021, or such other date as Playmaker and Apolo may mutually agree. Completion of the Proposed Transaction is also subject to a number of other conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSX Venture Exchange ("TSXV") approval.
In connection with the Proposed Transaction, Playmaker intends to complete a fully marketed best efforts private placement of subscription receipts (the "Subscription Receipts"), led by Canaccord Genuity Corp., at a price of C$0.50 per Subscription Receipt (the "Issue Price"), for aggregate gross proceeds of up to C$25 million (the "Concurrent Financing"). Each Subscription Receipt will, upon satisfaction of certain escrow release conditions, be exchanged for post-Apolo Consolidation Apolo Shares.
In connection with the Proposed Transaction, Apolo will convene a meeting of its shareholders for the purpose of approving, among other matters, the Apolo Consolidation, the Name Change and the election of the directors to replace the current directors of Apolo immediately following the completion of the Proposed Transaction as well as approval from the requisite Apolo shareholders to remove the consequences of failing to complete a qualifying transaction within 24 months of listing as set forth in section 15.2(b)(i) of Policy 2.2 of the TSXV Corporate Finance Manual. Playmaker will convene a meeting of its shareholders for the purpose of approving, among other matters, the Combination and the Proposed Transaction.
As at the date of this news release and prior to the Consolidations, Apolo has 8,600,000 common shares and 860,000 stock options, each exercisable to acquire one Apolo Share (on a pre-Apolo Consolidation basis), issued and outstanding. As at the date hereof, Playmaker has or will have the following securities issued and outstanding: (i) 75,000,000 Playmaker Shares; (ii) 122,650,000 class A preferred shares of Playmaker; (iii) options to acquire 25,000,000 Playmaker Shares; (iv) warrants to acquire 1,827,000 Playmaker Shares; (v) special warrants ("Special Warrants") to acquire 9,765,000 Playmaker Shares (only in the event Playmaker does not complete a specified liquidity event by December 31, 2021); and (vi) an aggregate principal amount of US$12,500,000 convertible debentures (the "Playmaker Debentures"), which will immediately convert into Playmaker Shares at a 20.0% discount to the Issue Price upon completion of the Proposed Transaction, which remain outstanding, set aside, exercisable and/or convertible, as applicable, for issuance to acquire an aggregate of approximately 224,477,000 Playmaker Shares (on a pre-Playmaker Consolidation basis) but excluding Playmaker Shares issuable upon conversion of the Playmaker Debentures and/or the Special Warrants.
On completion of the Proposed Transaction (which assumes the maximum number of Subscription Receipts that may be issued in the Concurrent Financing) and assuming completion of the Apolo Consolidation, it is anticipated that there will be an aggregate of approximately 140,952,000 Apolo Shares issued and outstanding and additional securities convertible into or exercisable to acquire 920,000 Apolo Shares (excluding any shares underlying the Special Warrants and the Playmaker Debentures). On completion of the Proposed Transaction (which assumes the maximum number of Subscription Receipts that may be issued in the Concurrent Financing) and assuming completion of the Apolo Consolidation (and excluding any Playmaker Shares issued from either the Playmaker Debentures or any securities that can be exchanged for Playmaker Shares), former shareholders of Apolo will hold 1,892,000 Apolo Shares, representing 1.3% of the outstanding Apolo Shares and former shareholders of Playmaker will hold 139,060,000 Apolo Shares, representing 98.7% of the outstanding Apolo Shares (on an non-diluted basis).
A filing statement of Apolo will be prepared and filed in accordance with the policies of the TSXV.
Officers and Directors
Subject to applicable shareholder and TSXV approval, it is anticipated that the officers and directors of the Resulting Issuer will be:
Jordan Gnat - Chief Executive Officer and Director
Mr. Gnat is a senior business executive with over 25 years of leadership experience and over 17 years in the global gaming and media industries. Most recently, Mr. Gnat was the Chief Commercial Officer of FOX Bet and Group Senior Vice President of The Stars Group, the parent company of PokerStars, PokerStars Casino, FOX Bet, Sky Betting & Gaming and Oddschecker Global Media. Prior to The Stars Group, Mr. Gnat was Senior Vice-President, Strategic Business Development at Scientific Games and President & CEO of Boardwalk Gaming and Entertainment. Mr. Gnat is currently on the board of directors of Lazydays RV and is a member of the board of directors of the Hospital for Sick Children Foundation in Toronto and a member of the Jewish Foundation of Toronto Board of Trustees.
Michael Cooke - Chief Financial Officer
Mr. Cooke brings over a decade of leadership experience leading the finance teams at multiple successful start-ups. Mr. Cooke is the former Chief Financial Officer of Ritual, a social ordering app that taps networks of co-workers and colleagues for fast and easy pick up and pay at a wide variety of local restaurants and coffee shops. Mr. Cooke obtained his CPA, CA designation with KPMG LLP.
Federico Grinberg - Executive Vice President
Mr. Grinberg began his career in Buenos Aires, Argentina as an internet entrepreneur, and has been working with Sports Fans Sites and Communities since 1998. Ten years later, in 2008, he co-founded Futbol Sites (FSN) and led the opening of new markets for FSN, such as Brazil, Chile, Colombia, Mexico and the United States. Since 2014, he has overseen the global strategy of FSN from their offices in Miami, Florida.
Maryann Turcke - Director
Ms. Turcke is a member of the board of directors at Royal Bank of Canada and also serves on its Audit and Human Resource Committees. Ms. Turcke is Senior Advisor at Brookfield Infrastructure Partners L.P., chair of the advisory board of the Smith School of Business at Queen's University, and Senior Advisor to the National Football League (NFL) where she served as Chief Operating Officer from 2018 to 2020, prior to which she was President, NFL Networks. Before joining the NFL in 2017, Ms. Turcke was President, Bell Media after having held a variety of senior leadership roles during her 12 years at Bell Canada and served on the board of directors of Maple Leaf Sports and Entertainment.
Wayne Purboo - Director
Mr. Purboo is an accomplished executive and serial entrepreneur with over 25 years of experience in the media and telecom industries. Wayne was co-founder and CEO of QuickPlay Media (acquired by AT&T), a cloud-native company that powered video services for Tier 1 streaming providers. Following the acquisition, Wayne was responsible for managing several direct to consumer offerings at AT&T, including DIRECTV, Uverse, and NFL Sunday Ticket. Prior to QuickPlay, Wayne was the CTO at Solect Technology Group (acquired by Amdocs) and he is currently SVP Strategy at New Relic, a market leading cloud-based observability platform.
Sebastian Siseles - Director
Mr. Siseles is a lawyer and marketing professional, and specializes in corporate finance and M&A. He is currently the VP of International of Freelancer.com. Prior to joining Freelancer, Sebastián cofounded multiple internet and communications companies and has also served as President, Director, General Counsel, and COO of different internet and non-technology companies, in addition to being part of a prestigious corporate law firm in Argentina. He has an MBA from the University of Pittsburgh, and JD from the University of Buenos Aires.
John Albright - Director
Mr. Albright is a Co-Founder and Managing Partner of Relay Ventures as well as Co-Founder and Board Member of Alate Partners. John has over 20 years of experience helping entrepreneurs shape their vision and capital plans for long-term sustainable growth. John's tenure in finance spans both venture capital and private equity, where he has assisted entrepreneurs through all stages of the startup lifecycle, from seed financing to IPO and M&A. John also sits on the boards of theScore, TouchBistro, ecobee and others.
Jake Cassaday - Director
Mr. Cassaday is a Partner at Relay Ventures as well as board member at Alate Partners. Jake's background in cross-functional product management and marketing provides a strong understanding of go-to-market strategy and product driven growth. He is responsible for deal sourcing, due diligence, and portfolio management at Relay. Previous to Relay, Jake managed the tech product portfolio at Spin Master, a Toronto-based children's entertainment company. Jake also serves on the boards of Lane, Silofit, and others.
Mark Trachuk- Director
Mr. Trachuk is a corporate director. He was a senior partner in the business law group at Osler, Hoskin & Harcourt LLP in Toronto where he practiced corporate and securities law with an emphasis on mergers, acquisitions and strategic alliances. Mr. Trachuk was former General Counsel and Corporate Secretary of Entertainment One Ltd. Mr. Trachuk serves as a director of Almonty Industries. Mr. Trachuk holds a B.A. in Economics from Carleton University, an LL.B. from the University of Ottawa and an LL.M. from the London School of Economics. He also holds the ICD.D designation from the Institute of Corporate Directors. Mr. Trachuk is called to the bar in Ontario and British Columbia and is a solicitor in England and Wales.
The Proposed Transaction is subject to the sponsorship requirements of the TSXV, unless a waiver or exemption from this requirement can be obtained in accordance with the policies of the TSXV. In connection with the Concurrent Financing, Apolo intends to apply for a waiver of the sponsorship requirement; however, there is no assurance that a waiver from this requirement can or will be obtained.
Trading in Apolo Shares
Trading in Apolo Shares has been halted since April 9, 2020 for failing to complete a Qualifying Transaction within 24 months of its listing on the TSXV. Trading in the Apolo Shares will remain halted pending the review of the Proposed Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is likely that trading in the Apolo Shares will not resume prior to the closing of the Proposed Transaction.
This news release does not constitute an offer of securities for sale in the United States. 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 absent U.S. registration or an applicable exemption from U.S. registration requirements.
A subsequent news release with respect to the closing of the Concurrent Financing and including a summary of certain significant financial information with respect to Playmaker will follow in due course.
Playmaker is represented by Stikeman Elliott LLP. Wildeboer Dellelce LLP acts as legal counsel to Apolo. Miller Thomson LLP acts as legal counsel to Canaccord Genuity Corp.
Cautionary Note Regarding Forward-Looking Information
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Apolo and Playmaker with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction; (ii) the timing for closing and the pricing and size of the Concurrent Financing; and (iii) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Apolo and Playmaker's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Apolo and Playmaker believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Apolo and Playmaker and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Apolo and Playmaker have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Apolo and Playmaker do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
For further information, please contact:
Playmaker Capital Inc.
Chief Executive Officer
Apolo III Acquisition Corp.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement of Apolo to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Apolo should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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