ALISO VIEJO, CALIFORNIA--(Marketwired - March 31, 2016) - Fantasy Aces Daily Fantasy Sports Corp. (the "Corporation" or "Fantasy Aces") (TSX VENTURE:FAS)(OTC PINK:FASDF) is pleased to announce the closing of the second and final tranche of the previously announced private placement of common shares ("Common Shares") for gross proceeds of $742,600 (the "Share Offering"). The Corporation issued 29,704,000 Common Shares at a price of $0.025 per Common Share as part of this second tranche. The total gross proceeds of the Share Offering equals $1,484,600.
Directors and officers of the Corporation invested a total of $455,000 into the second tranche of the Share Offering for a total of 18,200,000 Common Shares, which highlights their commitment and confidence in both Fantasy Aces and the Daily Fantasy Sports ("DFS") industry. The Corporation has determined that exemptions from the various requirements of the TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 are available for the issuance of the Common Shares to the directors and officers of the Corporation (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More than 25% of market Capitalization).
The Corporation also wishes to announce that it has closed a private placement of convertible debentures ("Debentures") for gross proceeds of $138,460 (the "Debenture Offering"). The Debentures are convertible into Common Shares at a price of $0.05 per Common Share. The Debentures will accrue interest at 24% annually and have a term of one year. The Debentures and accrued interest may be converted into Common Shares at any time at the request of the holder.
Completion of the Share Offering and the Debenture Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including TSXV acceptance. The securities issued pursuant to the Share Offering and the Debenture Offering are subject to a four month hold period. Finders acting in connection with the second tranche of the Share Offering received a finder's fee in the total amount of $675.
Following the closing of the second tranche of the Share Offering, the Corporation has 142,207,041 Common Shares issued and outstanding.
Shares For Debt Settlement
Fantasy Aces is also happy to announce that in addition to the above noted offerings, it will apply to the TSXV to settle certain liabilities of the Corporation with the issuance of Common Shares. The Corporation intends to settle total liabilities of $1,536,563 by way of the issuance of an aggregate total of 61,462,528 Common Shares at a price of $0.025 per Common Share, subject to the acceptance of the TSXV. It is anticipated that this settlement will include debts to insiders of the Corporation in the aggregate amount of $689,000.
With the above steps completed, Fantasy Aces is now firmly positioned financially to continue to move forward with its business plan. It has a marketing partnership agreement with a national media group, and the insiders have shown the commitment to Fantasy Aces with their significant investment.
In addition, over the past few months the DFS industry has seen numerous macro issues; however, certain of these issues have begun to be cleared away to let the industry move ahead. The first state in the U.S. has passed legislation which recognizes DFS as legal and provides regulated guidelines to the industry participants. Although the industry is not in agreement with all of the guidelines, and is working to adjust certain of them, the passing of this legislation provides much needed certainty to the industry and those invested in it. Over 2016, it is expected that many more states will adopt legislation and with those states the DFS industry will again grow like it has in the past.
Early Warning Information
FA Media, LLC ("FA Media") subscribed for $525,000, or 21,000,000 Common Shares, pursuant to the first tranche of the Share Offering, which were being held in escrow until clearance by the TSXV of the FA Media personal information form. The Common Shares and funds have been released from escrow and, as a result, FA Media, is now an insider of the Corporation holding greater than 10% of the issued and outstanding shares of the Corporation. In addition, FA Media acquired the $138,460 principal amount of the Debentures pursuant to the Debenture Offering.
FA Media currently own 21,000,000 Common Shares and $138,460 principal amount of the Debentures (convertible into 2,769,200 Common Shares), representing approximately 14.8% of the issued and outstanding voting securities of the Corporation on a non-diluted basis and 16.4% of the issued and outstanding securities of the Corporation, assuming exercise of the Debentures held by FA Media. The Common Shares were acquired for investment purposes and FA Media may increase or decrease their beneficial ownership or control depending on market or other conditions. A copy of the Early Warning Report may be found on www.SEDAR.com.
About Fantasy Aces
Fantasy Aces is a leading DFS (Daily Fantasy Sports) site focused on everyday skill-based fantasy sports games. Fantasy Aces has developed proprietary software which allows users to create fantasy teams from the player rosters of actual sports leagues and then use their teams to compete against other users in various categories such as points scored, yards gained, goals, assists or home runs registered, depending on the specific sport. The FantasyAces.com website currently offers daily and weekly skill based fantasy sports games for six major North American sports, including the NFL, NBA, NHL, MLB, College Football and the PGA. Fantasy Aces also offers a variety of entry fee contest options for its members to play, in addition to free roll tournaments to attract new members to the site. Fantasy Aces charges a management fee from all entry fees collected on the website.
Reader Advisory
Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"). By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, currency fluctuations,, operational risks, competition from other industry participants, stock market volatility, and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Trading in the securities of Fantasy Aces Daily Fantasy Sports Corp. should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.