|
GlobeNewswire NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES Victory Square Technologies Inc. (CSE: VST, OTC: VSQTF, FWB: 6F6) (the "Company" or "VST") is pleased to announce that its portfolio company GameOn Entertainment Technologies Inc. ("GameOn") has closed its previously announced and oversubscribed non-brokered private placement financing (the "Financing") of 16,505,536 subscription receipts (the "Subscription Receipts") at a price of $0.35 per Subscription Receipt, for gross proceeds of approximately $5.8 million. The proceeds of the Financing (the "Escrowed Funds") have been deposited in escrow pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated March 11, 2021 between GameOn and Odyssey Trust Company as subscription receipt agent. The Escrowed Funds will be held in escrow pending satisfaction of all of the escrow release conditions pursuant to the terms of the Subscription Receipt Agreement including, but not limited to, the Company receiving all applicable regulatory approvals and completing the listing of its common shares ("GameOn Shares") on the Canadian Securities Exchange (the "CSE") as well as receipt of a final prospectus of GameOn (the "Escrow Conditions"). Upon satisfaction of the Escrow Conditions, the Escrowed Funds, after deducting certain finder's fees payable to certain finders in connection with the Financing in an amount of up to 6% of the gross proceeds of the Financing ("Finder's Fees"), will be released to the Company and each Subscription Receipt will automatically convert into one unit (a "Unit") of GameOn for no additional consideration. Each Unit is comprised of one GameOn Share and one-half of one GameOn Share purchase warrant (each whole warrant, a "GameOn Warrant"). Each GameOn Warrant will be exercisable to acquire one additional GameOn Share for a period of 24 months at a price of $0.52 subject to acceleration in the event the GameOn Shares trade at $0.78 or greater for a period of 10 consecutive trading days at any time following the date of issuance of the GameOn Warrants. In addition, upon release of the Escrowed Funds, GameOn has also agreed to issue such number of finder's warrants as is equal to up to 6% of the number of Subscriber Receipts sold under the Financing ("Finder's Warrants"). Each Finder's Warrant will be exercisable to acquire one GameOn Share for a period of 24 months at a price of $0.52 subject to acceleration in the event the GameOn Shares trade at $0.78 or greater for a period of 10 consecutive trading days. For avoidance of doubt, the Finder's Fees will only be paid and the Finder's Warrants will only be issued if the Escrow Conditions are satisfied on or prior to 5:00 p.m. (Vancouver time) on May 31, 2021 (the "Release Deadline"). If the Escrow Conditions are not satisfied on or prior to the Release Deadline, the Escrowed Funds will be returned to the subscribers and the Subscription Receipts will be void and be of no further effect or value. GameOn recently strategically beefed up its Board and Advisory Council bringing on noted and respected colleagues in the sports, entertainment, and gaming including: J Moses, a respected game industry veteran who also served as an advisor for the sports wagering platform Bet.Works (recently acquired by Ballys), Mike Vorhaus, seed investor at DraftKings and Skillz, Sean Hurley, previously Head of Sportsbook at DraftKings, and Sabrina Carrozza, a communications consultant who represents some of the biggest brands in sports, media and technology. "We are thrilled to complete this oversubscribed financing, made possible by an overwhelming response and investor demand," GameOn CEO Matt Bailey said. "This influx of resources will not only allow us to further enable content providers and their fans with shared, gamified viewing experiences, but also ignites the ability to scale quickly by way of M&A to expand teams and existing products, as well as develop complimentary offerings." |