Breaking Data Corp. (“Breaking Data” or the “Company”) (TSXV:BKD)
is pleased to announce that it has engaged Eight Capital (the
"
Lead Agent") to act as lead agent and sole
bookrunner in connection with a brokered best efforts private
placement offering of subscription receipts (each, a
"
Subscription Receipt") at a price
of C$0.51 per Subscription Receipt (the "
Issue
Price"), subject to the rules of and approval by the TSX
Venture Exchange (the "
TSXV"), for
gross proceeds of up to C$12,000,000 (the
"
Offering"), with the Lead Agent having an option
to increase the Offering to a total of up to C$13,800,000.
The Offering is being completed in connection
with the proposed acquisition of Oryx Gaming Corp. (the
"Proposed Transaction") previously announced in a
press release of Breaking Data dated August 22, 2018. Oryx
Gaming Corp. (“Oryx”) is a turn-key gaming
solution provider specializing in offering products that are
customized to work seamlessly in international gaming markets and
legislative environments. Oryx is in a rapid expansion phase, most
recently announcing new content partnerships with GVC, Wplay.co and
Interwetten. GVC is one of the world’s largest sports betting and
gaming groups and is operator of leading brands bwin and
PartyCasino. Wplay.co is a pioneer in the Colombian market and the
first operator to secure an online gaming license under Colombia’s
new national regulatory framework. Interwetten is a world-renowned
sports betting operator.
Proceeds of the Offering will be used for
general capital purposes and to fund the purchase price of the
Proposed Transaction.
“We’re looking forward to taking a pivotal step
forward in the evolution of Breaking Data through the Oryx Gaming
acquisition,” said Dominic Mansour, incoming CEO of the Company.
“This acquisition will transform the organization into a next
generation gaming group that will have a strong foundation for
future growth with a significant opportunity to leverage the
incumbent media assets and enter the exciting sportsbetting market.
We are looking forward to updating investors on our strategy and
future growth plans once the acquisition is closed.”
Each Subscription Receipt shall entitle the
holder thereof to receive, upon satisfaction of the escrow release
conditions on or before the escrow release deadline, including all
conditions precedent to the Proposed Transaction being satisfied,
and without payment of additional consideration therefor, one
special warrant of the Company (a “Special
Warrant”). Each Special Warrant shall be automatically
exercisable into one unit of Breaking Data (each, a
"Unit") consisting of one (1) common share in the
capital of Breaking Data (each, an "Underlying
Share") and one (1) common share purchase warrant (each,
an "Underlying Warrant"),
with each Underlying Warrant being exercisable into one (1) common
share in the capital of Breaking Data for a period of 24 months
from the closing date of the financing at a price of C$0.76,
subject to adjustment. Should the escrow release conditions not be
satisfied, the Subscription Receipts will be cancelled and all
proceeds from the sale of Subscription Receipts will be returned to
subscribers.
Each Special Warrant shall be automatically
exercisable, for no additional consideration, into Units on the
date (the “Automatic Exercise Date”) that is the
earlier of: (i) the date that is three business days following the
date on which the Company obtains a receipt from the applicable
securities regulatory authorities (the “Securities
Commissions”) for a (final) prospectus qualifying
distribution of the Units underlying the Special Warrants (the
“Qualifying Prospectus”), and (ii) the date that
is four months and one day after the Closing of the Offering.
The Company will use its commercially reasonable
efforts to obtain a receipt from the Securities Commissions for the
Qualifying Prospectus as soon as possible following the closing of
the Proposed Transaction, provided, however, that there is no
assurance that a Qualifying Prospectus will be filed or that a
receipt therefor will be issued by the Securities Commissions prior
to the expiry of the statutory four month hold period.
Notwithstanding the foregoing, in the event the
Special Warrants have not been automatically exercised in
accordance with their terms before the date that is 90 days
following the completion of the Proposed Transaction, each
unexercised Special Warrant will thereafter entitle the holder to
receive upon the exercise thereof, at no additional consideration,
1.10 Units (instead of one (1) Unit) (the additional 0.10 Units are
collectively referred to herein as the “Penalty
Units”); provided, however, that any fractional
entitlement to Penalty Units will be rounded down to the nearest
whole Penalty Unit.
In connection with the Offering, the Lead Agent
will receive a cash commission equal to 6.0% of the gross proceeds
of the Offering (the "Offering Fee") and
compensation options ("Compensation Options")
equal to 6.0% of the number of Subscription Receipts sold under the
Offering, with each Compensation Option being exercisable into a
Unit, at the Issue Price and for a period of 24 months from the
closing date of the financing. 50% of the Offering Fee shall be
paid to the Lead Agent on closing of the Offering and the remaining
50% (plus any pro rata portion of accrued interest earned thereon)
shall be paid out of the escrowed funds upon satisfaction of the
escrow release conditions.
Closing of the Offering is scheduled
for November 9, 2018, or such other date as the Lead Agent and
Breaking Data may agree.
Annual and Special Shareholder Meeting
The Breaking Data shareholder meeting to
consider the Proposed Transaction will be held on Friday, November
9, 2018 at 10:00 a.m. (Toronto time) at Fogler, Rubinoff LLP,
located at TD Centre North Tower, Suite 3000, 77 King Street,
Toronto, Ontario. Breaking Data shareholders of record as of the
close of business on September 24, 2018 are eligible to vote at the
meeting.
The securities being offered have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
For media enquiries or interviews,
please contact:
Wynn Theriault, Thirty Dash
Communications416.710.3370wynn@thirtydash.ca
About Breaking Data Corp
Breaking Data is a market leader in media,
distributing the latest sports news to consumers in real time.
GIVEMESPORT is Breaking Data’s flagship application, a leading
source of sports news and events, and the number one Facebook
Sports Publisher, with over 26 million users.
About Oryx Gaming
Oryx Gaming is a gaming and turnkey solutions
provider based in the US and Malta with a subsidiary in Slovenia.
Oryx offers a proprietary i-gaming platform and a diverse portfolio
of proprietary and 3rd party Sportsbook, Lottery and Casino
products with over 5,000 content titles included. Oryx leverages
its established relationships with content providers to
continuously expand its product portfolio and provides clients with
a full suite of back office services including marketing,
operations and customer management.
Cautionary Statement on Forward-Looking
Information
This news release contains forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Breaking Data and Oryx
Gaming to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. These forward-looking statements
include, but are not limited to, statements relating to our
expectations with respect to the timing and outcome of the Offering
and the Proposed Transaction. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected",
"estimates", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. In respect of the
forward-looking statements and information concerning the
anticipated timing for completion of the Offering and the Proposed
Transaction, Breaking Data has provided such statements and
information in reliance on certain assumptions that they believe
are reasonable at this time, including assumptions as to the time
required to prepare and mail security holder meeting materials; the
ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary regulatory and shareholders
approvals; the ability of the parties to satisfy, in a timely
manner, the other conditions to the closing of the Offering and the
Proposed Transaction; and other expectations and assumptions
concerning the Proposed Transaction. There can be no assurance that
the Offering and the Proposed Transaction will occur, or that it
will occur on the terms and conditions contemplated in this news
release. The Offering and the Proposed Transaction could be
modified, restructured or terminated. Accordingly, readers should
not place undue reliance on the forward-looking statements and
information contained in this press release.
Since forward-looking statements and information
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number
of factors and risks. Readers are cautioned that the foregoing list
of factors is not exhaustive. Additional information on other
factors that could affect the operations or financial results of
the parties are included in reports on file with applicable
securities regulatory authorities.
The forward-looking statements contained in this
news release are made as of the date of this release and,
accordingly, are subject to change after such date. Breaking Data
does not assume any obligation to update or revise any
forward-looking statements, whether written or oral, that may be
made from time to time by us or on our behalf, except as required
by applicable law.
The TSX Venture Exchange and its Regulation
Services Provider does not accept responsibility for the adequacy
or accuracy of this release.
Completion of the Proposed Transaction
is subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable, disinterested shareholder
approval. Where applicable, the Proposed Transaction cannot close
until the required shareholder approval is obtained. There can be
no assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular to be prepared in
connection with the Proposed Transaction, any information released
or received with respect to the Proposed Transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of Breaking Data should be considered highly
speculative.
The TSX Venture Exchange has in no way passed
upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this news release.
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