Betteryear2 wrote: VANCOUVER, BC / ACCESSWIRE / August 12, 2021 /Jackpot Digital Inc. (the "Company" or "Jackpot") (TSXV:JJ)(TSXV:JJ.WT.A)(TSXV:JJ.WT.B)(TSXV:JJ.WT.C)(OTCQB:JPOTF)(Frankfurt:LVH3)(Berlin:LVH3). Further to the Company's news releases dated June 16, 2021 and July 27, 2021, Jackpot is pleased to provide an update on its proposed strategic reorganization of its business by way of a transfer of its online gaming software assets (the "Spinout") to its wholly-owned subsidiary Yo Eleven Gaming Inc. ("Yo Eleven") through a plan of arrangement under the Business Corporations Act (British Columbia). In consideration of the transfer of Jackpot's online gaming assets, Yo Eleven will issue common shares (the "Yo Eleven Shares") which will be distributed to Jackpot's non-dissenting shareholders upon satisfaction of all closing conditions. Each registered non-dissenting shareholder of Jackpot will receive one Yo Eleven Share for every five common shares of Jackpot held. The Company and Yo Eleven have signed a formal Arrangement Agreement which governs the terms and conditions of the Spinout and which is available on SEDAR at www.sedar.com.
Non-dissenting Jackpot shareholders are eligible to receive Yo Eleven Shares as long as they are shareholders of Jackpot as of the record date which will be determined after Jackpot shareholders have voted on and approved the Spinout at the Company's scheduled Annual General and Special Meeting on September 16, 2021 (the "Meeting").
On August 6, 2021, the Company obtained an Interim Order from the Supreme Court of British Columbia containing declarations and directions related to the Spinout and the holding of the Meeting. On August 9, 2021 the Company received conditional approval of the Spinout from the TSX Venture Exchange (the "Exchange").
Closing of the Spinout is still subject to receipt of Jackpot's shareholders' approval, which must be approved by not less than two-thirds of the votes cast by the shareholders at the Meeting, final Court Approval, and final Exchange approval.
Detailed information relating to the proposed Spinout, the online gaming software assets and information concerning Yo Eleven post-Spinout will be contained in a management information circular prepared for Jackpot's shareholders in connection with the Meeting. Jackpot elected to use the "notice and access" provisions under National Instrument 54-101 for the Meeting and has decided to deliver the Meeting materials to Shareholders by posting the Meeting materials on its website (www.jackpotdigital.com) on August 16, 2021 or earlier. The Meeting materials will remain on the website for one full year thereafter. The Meeting Materials will also be available on SEDAR at www.sedar.com on August 16, 2021 or earlier.