Seven Aces Limited - Ordinary Shares ACEXF

Share buyback & acquisition

[lscfa]

Seven Aces Limited Increases Interest in Lucky Bucks; NCIB Update

Tuesday, July 16, 2019 7:45 AM

Membership Interest Increased to 70%

TORONTO, ON / ACCESSWIRE / July 16, 2019 / Seven Aces Limited (formerly Quantum International Income Corp.) (the "Company" or "Aces") (TSXV: ACES) is pleased to announce that it has increased its indirect ownership interest in Lucky Bucks, LLC (“Lucky Bucks”) from 60% to 70% through a redemption by Lucky Bucks’ direct parent, Lucky Bucks HoldCo, LLC (“LB HoldCo”), of membership interests held by Lucky Bucks Ventures, Inc. (“LB Ventures”) in exchange for cash consideration of approximately $6.72 million (the "Lucky Bucks Interest Redemption"). As a result of the Lucky Bucks Interest Redemption, the indirect ownership interest of LB Ventures in Lucky Bucks decreased from 40% to 30%. 

The Lucky Bucks Interest Redemption is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange, as Mr. Anil Damani, an "insider" of the Company, is the sole shareholder of LB Ventures. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization. The board of directors of the Company unanimously approved the Lucky Bucks Interest Redemption.

The purchase price for the Lucky Bucks Interest Redemption was funded by Lucky Bucks through an advance under the senior secured credit facility described in the press release of the Company dated November 15, 2018 and entitled "Quantum Announces Increase in Credit Facility to US$100 million; Other Corporate Updates." In connection with such incremental borrowing, the Company’s indirect wholly-owned subsidiary Southern Star Gaming, LLC (which holds a direct interest in LB HoldCo) agreed to certain provisions intended to place LB Ventures on a going forward basis in the same economic position (including as to distributions) as it would be without its proportionate (30%) share of such incremental borrowing.

The Lucky Bucks Interest Redemption was completed pursuant to a purchase agreement dated as of July 15, 2019, among LB HoldCo, LB Ventures and Mr. Damani, which will be available on SEDAR www.sedar.com) under Aces' issuer profile.

Normal Course Issuer Bid

The Corporation also announces that as at July 12, 2019 it has repurchased 2,368,900 common shares under its normal course issuer bid (“NCIB”) at an average price of $0.7950. The Corporation received approval from the Exchange to commence the NCIB on February 19, 2019 as announced in the press release on February 15, 2019.

About Seven Aces Limited

Seven Aces Limited (formerly known as Quantum International Income Corp.) is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.

More information on ACES is available at www.sevenaces.com.

For further information please contact Seven Aces Limited:

Manish Grigo
Vice President, Corporate Affairs
Tel. [phone]
[e-mail]

Stephanie Lippa
Office Manager
Tel. [phone]
[e-mail]