TransGaming provides private placement details
2016-09-15 09:37 ET - News Release
Mr. Dennis Ensing reports
TRANSGAMING ANNOUNCES ADDITIONAL DETAILS REGARDING ITS UPCOMING ARM'S LENGTH BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS
Further to its announcement via news release dated Aug. 23, 2016, that its special meeting of shareholders will be held on Sept. 16, 2016, and to the publication of its corresponding management information circular dated Aug. 23, 2016 on SEDAR, TransGaming Inc. has provided its shareholders with additional details in respect of the arm's-length brokered private placement that the company intends to complete following 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.
BROKERED PRIVATE PLACEMENT
As described in the Circular, in connection with the Proposed COB and Other Transactions including, but not limited to, the Stock Consolidation (as such terms are defined in the Circular), the Company expects to complete an arm's length brokered private placement of a minimum of 16,666,666 subscription receipts and up to a maximum of 33,333,333 subscription receipts at a price per subscription receipt of $0.60 resulting in gross proceeds to the Company of a minimum of $10,000,000 and up to a maximum of $20,000,000 (the "Private Placement").
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 post-Stock Consolidation common share (each, a "Common Share") upon the satisfaction of certain escrow release conditions described below. In addition, each subscription receipt will include, at no additional cost, one (1) eighteen (18) month common share purchase half-warrant and one (1) thirty-six (36) month common share purchase half-warrant (each half-warrant, together, a "Warrant") which will each be exercisable at $0.70. The Company may in its sole discretion call the Warrants if and when and the Common Shares trade at a price equal to or greater than $1.20 for 5 consecutive days.
It is contemplated that the Private Placement will be completed in two closings, with an initial delivery and payment for the subscription receipts to be completed at a closing of the purchase and sale of a minimum of 16,666,666 subscription receipts at a price per subscription receipt of $0.60 resulting in gross proceeds of a minimum of $10,000,000. Once the first closing is completed on or around September 26, 2016, or such other date as the Company and the Agent (as defined below) may determine, an additional delivery and payment for the subscription receipts will be completed at a second closing of the purchase and sale of additional subscription receipts up to maximum of 33,333,333 subscription receipts at a price per subscription receipt of $0.60 resulting in gross proceeds of a maximum of $20,000,000.
The proceeds from the Private Placement will be held in escrow and will be released to the Company subject to and conditional upon (i) the satisfaction of all conditions precedent to the Proposed COB and Other Transactions described in the Circular, including shareholder approval, and (ii) the receipt of all required regulatory approvals necessary to complete the Proposed COB and Other Transactions (including, without limitation, the conditional approval of the TSX Venture Exchange ("TSXV")). 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.
Cranson Capital Securities Inc. (the "Agent") will act as the agent for the Private Placement. The Company shall pay the Agent an initial work fee of $10,000 upon confirmation of shareholder approval for the Proposed COB and a cash amount equal to six percent (6.0%) of the aggregate proceeds of the Private Placement raised by the Agent. For further details and information about the Private Placement, please see the Circular.
We seek Safe Harbor.
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