Prime City and Champion Gaming Enter into Acquisition Agreement for Reverse Takeover Transaction
Toronto, Ontario--(Newsfile Corp. - September 15, 2021) - Prime City One Capital Corp. (TSXV: PMO.H) ("Prime City" or the "Company") and Champion Gaming Inc. ("Champion") are pleased to announce that Prime City and Champion and have entered into a definitive acquisition agreement (the "Acquisition Agreement") dated September 8, 2021 in respect of their previously-announced business combination transaction (the "Transaction"). Completion of the Transaction will result in a reverse takeover of Prime City by Champion pursuant to the policies of the TSX Venture Exchange (the "TSXV"). In this news release, references to the "Resulting Issuer" are to Prime City following the closing of the Transaction.
Cameron Wickham, Chief Executive Officer of Prime City, stated: "We believe this transaction is extremely attractive to Prime City's shareholders and we are excited to support the strategy of Champion and its management team going forward. Champion's current operations and vision for future growth align well with the growing market for sports content, data and analytics. I would like to thank all of Prime City's shareholders for their support of this transaction with Champion."
Kenneth Hershman, Chief Executive Officer of Champion, stated: "We are excited to take this important next step in our company's development and believe this transaction brings us access to new financing and opportunities to grow our business and expand our product reach."
Summary Terms of the Acquisition Agreement
The Acquisition Agreement was entered into by Prime City, 2864754 Ontario Inc. ("Prime City Subco"), a wholly-owned subsidiary of Prime City incorporated under the Business Corporations Act (Ontario) (the "OBCA"), and Champion. The Acquisition Agreement provides for, among other things, a triangular amalgamation, whereby: (i) Champion will amalgamate with Prime City Subco under the OBCA to form a new corporation ("Amalco"); (ii) the shareholders of Champion will receive one common share (a "Resulting Issuer Share") of the Resulting Issuer on a post-Consolidation (as defined below) basis in exchange for each one common share of Champion (a "Champion Share") held by them immediately prior to the closing of the amalgamation; (iii) Amalco will be a direct wholly-owned subsidiary of Prime City upon completion of the amalgamation; and (iv) following completion, the Resulting Issuer will continue to carry on Champion's business, all in the manner contemplated by, and subject to the terms and conditions of the Acquisition Agreement.
Furthermore, Champion has advanced a bridge loan of $50,000 (the "Bridge Loan") to Prime City as contemplated in the Acquisition Agreement. The Bridge Loan is payable on demand and shall bear interest at a rate of 8% per annum, compounded monthly.
Share Consolidation and Name Change
Under the terms of the Acquisition Agreement, Prime City agreed that, as a condition of the Transaction, it will effect a consolidation (the "Consolidation") of its issued and outstanding common shares (the "Prime City Shares") on the basis of one post-Consolidation Prime City Share for every four pre-Consolidation Prime City Shares. No fractional Prime City Shares will be issued pursuant to the Consolidation. In the event that the Consolidation would otherwise result in the issuance to any shareholder of a fractional post-Consolidation Prime City Share, the number of post-Consolidation Prime City Shares issuable to such shareholder will be rounded up to the next greater whole number if the fractional entitlement is equal to or greater than 0.5 and will be rounded down to the next lesser whole number if the fractional entitlement is less than 0.5.
Also, the Acquisition Agreement provides that, upon completion of the Transaction, Prime City will change its name from "Prime City One Capital Corp." to "Champion Gaming Group Inc."
In connection with the Transaction, among other things, the board of directors of Prime City will be reconstituted such that the board of directors of the Resulting Issuer will include Kenneth Hershman, Sean O'Leary, David Lubotta, Paxton Baker and Cameron Wickham. Management of the Resulting Issuer is expected to be comprised of Kenneth Hershman (Chief Executive Officer), John Barkeley (Chief Financial Officer), Sean O'Leary (President) and Frank Frigo (Chief Innovation Officer).
Shareholders of Prime City will be asked, among other things, to authorize the Consolidation, the name change and to elect the proposed directors of the Resulting Issuer at Prime City's upcoming annual and special meeting to be held on October 13, 2021.
Completion of the Transaction is subject to a number of conditions set out in the Acquisition Agreement, including, among other things, receipt of all necessary shareholder and regulatory approvals, and the conditional approval of the TSXV for the listing of the Resulting Issuer Shares following completion of the Transaction.
The Acquisition Agreement was negotiated at arm's length between representatives of Prime City and Champion. A copy of the Acquisition Agreement is available under Prime City's profile on SEDAR (www.sedar.com).
Champion Gaming Inc., led by Ken Hershman (former President of HBO Sports), is building a premier technology and data intelligence business for the sports wagering industry. Champion's wholly-owned subsidiary, EdjSports, LLC, is a company that empowers smarter decision-making with proven predictive and prescriptive analytical models and win probability applications in the sports industry for teams, media, fans, and bettors. EdjSports helps decision makers enhance their ability to gain the competitive edge that ultimately impacts the bottom line - winning. EdjSports properties include EdjSports.com, Football Outsiders, and EdjVarsity. EdjSports also has an exclusive strategic partnership with Massey Ratings.
Champion is a private company incorporated pursuant to the OBCA. On September 3, 2021, Champion, through its wholly owned subsidiary, Champion Gaming USA Inc., completed the acquisition (the "EdjSports Transaction") of all of the membership interests in EdjSports, LLC ("EdjSports") by way of a securities exchange. Prior to completing the EdjSports Transaction, Champion's only business activities consisted of raising capital and evaluating, negotiating and closing the EdjSports Transaction. Since completing the EdjSports Transaction, Champion has carried on the sports analytics business of EdjSports.
Neither the 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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Cautionary Statement Regarding Forward-looking Statements
Certain statements contained in this news release may be deemed "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws. These forward-looking statements, by their nature, require Prime City and Champion to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward-looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements, including with respect to conditions to the consummation of the Transaction will be satisfied; the proposed annual and special meeting of shareholders of Prime City; the timing for completion of the Transaction, if completed at all; expectations for the effects of the Transaction or the ability of the Resulting Issuer to successfully achieve business objectives; and expectations for other economic, business, and/or competitive factors is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances.
The forward-looking statements set forth herein concerning each of Prime City and Champion reflect their respective management's expectations as at the date of this news release and are subject to change after such date. Prime City and Champion disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
For further information, please contact:
Prime City One Capital Corp.
Chief Executive Officer
T: (905) 330-1602
Champion Gaming Inc.
Chief Executive Officer
T: (917) 768-5010
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