TransGaming completes $10.32M closing of placement
2016-10-04 17:20 ET - News Release
Mr. Ankit Patel reports
FINDEV ANNOUNCES FIRST CLOSING OF ARM'S LENGTH BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS
Further to the announcement by news release dated Sept. 15, 2016, concerning details with respect to the planned arm's-length brokered private placement of subscription receipts by TransGaming Inc. now known as Findev Inc. in connection with its proposed change of business from one focused on the digital distribution of games for smart TVs, next-generation set-top boxes and over-the-top devices, to that of lending to, investing in and financing real estate transactions, the company has completed the first closing of the private placement. On Sept. 30, 2016, the company issued 17,206,677 subscription receipts at a price per subscription receipt of 60 cents resulting in gross proceeds to the company of $10,324,006. As part of the first closing, Plazacorp Holdings Ltd. subscribed for 6,666,667 subscription receipts (or 38.7 per cent of the aggregate number of issued subscription receipts) for total proceeds to the company of $4-million.
A second closing of the private placement is contemplated, whereby up to an additional 16,126,656 subscription receipts at a price per subscription receipt of 60 cents, resulting in gross proceeds of up to $9,675,994, will be raised.
Each subscription receipt shall be automatically exercisable, without any further action by the holder of such subscription receipt, and without any additional consideration, into one common share upon the satisfaction of certain escrow release conditions described below. In addition, each subscription receipt will include, at no additional cost, one 18-month common share purchase half-warrant and one 36-month common share purchase half-warrant, which will each be exercisable at 70 cents. The company may in its sole discretion call the warrants if and when the common shares trade at a price equal to or greater than $1.20 for five consecutive days.
Cranson Capital Securities Inc. acted as the agent for the private placement. The company shall pay the agent an initial work fee of $10,000 and a cash amount equal to 6.0 per cent of the aggregate proceeds of the private placement raised by the agent. The proceeds from the private placement will be held in escrow and will be released to the company subject to and conditional upon the satisfaction of all conditions precedent to the proposed COB, including the receipt of approval of the TSX Venture Exchange. If the escrow release conditions are not satisfied, the subscription receipts issued in the private placement will immediately become null, void and of no further force or effect, and the escrowed proceeds will be returned to the holders on a pro rata basis. The common shares of the company are expected to remain halted from trading on the TSX-V until the second closing is completed.
We seek Safe Harbor.
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