GTA and Tiidal Gaming Group Inc. Announce Subscription Receipt Private Placement Financing
Toronto, Ontario--(Newsfile Corp. - March 11, 2021) - GTA Financecorp Inc. ("GTA" or the "Company") and Tiidal Gaming Group Inc. ("Tiidal") are pleased to announce that Tiidal proposes to complete a private placement financing to be co-led by Beacon Securities Limited, as sole bookrunner, and Echelon Wealth Partners Inc. (the "Co-Lead Agents") of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of up to $5,000,000 or such other amount as Tiidal and the Co-Lead Agents may agree (the "Concurrent Financing") at a price of $0.50 per Subscription Receipt (the "Issue Price").
The Concurrent Financing is being undertaken in connection with the proposed business combination or other similarly structured transaction among Tiidal and GTA which will constitute a reverse take-over of GTA (the "Transaction") by Tiidal and result in the listing of the common shares of GTA (following the completion of the Transaction, the "Resulting Issuer") on the Canadian Securities Exchange (the "CSE"), as previously announced on February 16, 2021.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration and without further action on the part of the holder thereof, one unit of Tiidal (a "Unit") on the satisfaction or waiver of all condition's precedent to the Transaction and certain other ancillary conditions customary for transactions of this nature (collectively, the "Release Conditions"). Each Unit will consist of one common share in the capital of Tiidal (a "Unit Share") and one-half of one Tiidal common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will be exercisable to acquire one common share in the capital of Tiidal at an exercise price of $0.75 for a period of 24 months from the satisfaction of the Release Conditions.
Tiidal has granted to the Co-Lead Agents and a syndicate of agents to be formed by the Agents in connection with the Concurrent Financing (collectively, the "Agents"), an option, exercisable in whole or in part by the Co-Lead Agents, on behalf of the Agents, by giving notice to Tiidal at any time up to 48 hours prior to the closing date of the Concurrent Financing (the "Closing Date") to sell up to an additional number of Subscription Receipts at the Issue Price for additional gross proceeds of up to $750,000 (the "Agents' Option"). Any references to the Concurrent Financing herein should be read to include any Subscription Receipts sold pursuant to the exercise of the Agents' Option.
The net proceeds of the Concurrent Financing (less 50% of the Agents' Fee (as defined below)) will be held in escrow pending the satisfaction of the Release Conditions. In the event the Transaction does not occur on the date that is 120 days following the Closing Date, or if prior to such time Tiidal advises the Co-Lead Agents or announces to the public that it does not intend to satisfy the Release Conditions, an amount equal to the aggregate Issue Price of the Subscription Receipts held by the subscribers shall be returned to them alongside their pro rata portion of any interest earned thereon (net of any applicable withholding tax).
In connection with the Concurrent Financing, the Agents will be entitled to a cash commission of 7.0% of the gross proceeds of the Concurrent Financing (the "Agents' Fee") as well as compensation options ("Compensation Options") equal to 7.0% of the number of Subscription Receipts issued under the Concurrent Financing. Each Compensation Option will be exercisable for one Common Share or one Resulting Issuer Share (subject to any necessary adjustments), as applicable, at the Issue Price for a period of 24 months following the satisfaction of the Release Conditions.
The net proceeds of the Concurrent Financing, after giving effect to the Transaction, are expected to be used by the Resulting Issuer for general corporate and working capital purposes.
The Transaction will be an arm's length transaction.
A comprehensive news release will be issued by GTA and Tiidal setting out the terms of the Transaction, which will include further information about the Resulting Issuer.
GTA was incorporated under the Business Corporations Act (Ontario) on August 9, 2006 and is a reporting issuer in the Provinces of Ontario, British Columbia and Alberta. GTA has no commercial operations and no assets other than cash.
Tiidal is an esports and gaming platform company focused on owning and operating synergistic businesses across the gaming ecosystem, including its wholly-owned subsidiaries Sportsflare and Lazarus Esports. Tiidal is focused on enabling competitive gaming and building the future of game-based entertainment. For more information visit www.tiidal.gg.
Sportsflare's product suite delivers robust odds feed and advanced betting solutions for sportsbooks and online betting companies. Using applied deep learning and artificial intelligence ("AI") research, Sportsflare has established a state-of-the-art technology platform for its products that comprises an AI esports engine that accurately produces predictions for hundreds of in-game outcomes in real-time, a data platform that conducts the aggregation and analysis of various data sources, and a trading platform that not only updates in-play and pre-match prices based on betting activity but also offers automated bet settlements. For more information visit www.sportsflare.io.
Lazarus Esports is Canada's first established esports team dedicated to industry growth, developing the global gaming market and supporting professional gamers at the highest level for greater success. Lazarus Esports is a professional esports organization with more than 25 digital athletes and 50 content creators across 10 countries. For more information visit www.lazarus.gg.
Cautionary Note Regarding Forward Looking Information
This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that the Concurrent Financing will be completed on currently anticipated terms or at all, that the Transaction will be completed on currently anticipated terms or at all, and that all applicable shareholder and regulatory approvals for the Transaction will be received. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
For further information contact:
Chief Executive Officer, Tiidal Gaming Group Inc.
Chief Executive Officer, GTA Financecorp Inc.
Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
All information provided in this press release relating to Tiidal has been provided by management of Tiidal and has not been independently verified by management of the Company. As of the date of this press release, the Company has not entered into a definitive agreement with Tiidal with respect to the Transaction (the "Definitive Agreement"), and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.
Completion of the Transaction and the Concurrent Financing is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable pursuant to CSE requirements, majority of the minority shareholder approval of the Transaction. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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