QIC June 30th, 2017 Press release (posted on www.sedar.com) (Toronto: June 30, 2017) Quantum International Income Corp. (the "Corporation" or "Quantum") (TSX-V: QIC) announces that the annual audited financial statements of the Corporation for the year ended February 28, 2017 (the "Annual Financials") were released on June 28, 2017. As noted in the Annual Financials, Lucky Bucks, LLC generated revenue of US$11,175,038 and net income from operations of US$3,009,417 during the period from October 21, 2016 to February 28, 2017. The Annual Financials are available under the Corporation's profile on SEDAR at www.sedar.com.
Quantum further announces that it has completed: (i) the acquisition (the "Acquisitions") by Lucky Bucks, LLC, a limited liability company indirectly controlled by the Corporation, of certain of the assets comprising the businesses of American Amusements LLC ("AA") and AM/PM Management, Inc. ("AMPM"), each of which are digital skill-based gaming terminal operators based in the U.S. State of Georgia; and, (ii) the advancement of a loan to a subsidiary of the Corporation (the "Borrower") by an affiliate of Trive Capital (the "Lender") pursuant to a first lien senior secured facility to fund the Acquisitions (the "Acquisition Financing"). The Acquisition Financing was provided by the Lender pursuant to the amended and restated financing agreement dated June 30, 2017 to which both the Corporation and the Lender are parties. "We are delighted to add the business of AA and AMPM to our gaming footprint in the Georgia market. We look forward to completing the remaining two acquisitions of the previously announced six transactions in the coming weeks, which will effectively double Lucky Bucks' business. This represents a significant first step in Quantum's strategy to consolidate in the Georgia market." said Manu K. Sekhri, Chief Executive Officer of Quantum.
The Acquisitions were completed by way of asset purchase agreements, which contain customary provisions for transactions of this nature, including payment of purchase price, transaction structure, representations, warranties, covenants, and indemnities.
AMPM and AA assemble, distribute, own and operate 203 skill-based digital gaming terminals in 44 locations and 153 skill-based digital gaming terminals in 34 locations throughout Georgia, respectively. Both AMPM and AA terminals are fully licensed and governed by the Georgia State Lottery and offer players a variety of skill-based coin-operated amusement machines.
The respective purchase price for the Acquisitions was US$4,000,000 in respect of the AA assets (the "AA Purchase Price") and US$11,923,599 in respect of the AMPM assets (the "AMPM Purchase Price"). The total AA Purchase Price and total AMPM Purchase Price was paid on the closing date of the Acquisitions (the "Closing Date").
In connection with the Acquisition Financing, the Corporation issued the Lender warrants to purchase 778,050 common shares of the Corporation at an exercise price of ..."