Completion of the recently announced Oryx
Gaming acquisition and rebranding to Bragg signals a new strategic
direction for the former Breaking Data Corp.
TORONTO and LONDON,
Dec. 20, 2018 /CNW/ - Breaking Data Corp. (to be renamed Bragg
Gaming Group Inc.) (TSXV: BKD) ("Bragg" or "the
Company") will make its trading debut on the TSX Venture
Exchange (the "TSXV") on December 27,
2018 under the ticker symbol "BRAG". With the
completion of the recently announced acquisition of Oryx Gaming
International LLC ("Oryx"), the company formerly known as
Breaking Data Corp. will now be known as Bragg Gaming Group Inc.
The change represents a significant shift in strategic direction
for the Company, including a new executive team and board of
directors.
Bragg's new executive team will be led by renowned gaming
executive Dominic Mansour as CEO,
and will include CFO Ashkay Kumar. Matevz Mazij will remain as CEO
of Oryx. Mr. Mansour will also join the Board of Directors of Bragg
Gaming Group.
"We're taking the next step in the evolution of the Company,"
said Dominic Mansour, CEO of Bragg
Gaming Group. "We have an elite team in place and we're already
seeing success in our transformation into a next generation gaming
group. The acquisition of Oryx has reinvigorated the
business, with multiple new clients signing and going live since
the announcement, including a momentous content partnership with
GVC, one of the world's largest sports betting and gaming
groups."
"We're also excited about the launch of our new GIVEMEBET
platform," continued Mr. Mansour. "It just completed beta and is
now live. We've initially launched in the UK market, and
based on our very positive initial findings, we anticipate
expanding GIVEMEBET in the near future."
Bragg will leverage this audience to increase overall media
revenue and to introduce over 1.1 million of GIVEMESPORT's UK-based
users, who also visit betting sites every month, to Bragg's betting
site GIVEMEBET. Bragg has also sold the unprofitable AI division,
saving over C$1.2 million annually,
and has closed down its branded content division, Formation,
realizing C$.75 million in annual
cost savings. These changes are not expected to have an adverse
impact on sales.
Release of Escrow Funds
Bragg now has funds on deposit previously held in escrow,
resulting from the closing of a brokered best efforts private
placement offering (the "Offering") of subscription receipts
(each, a "Subscription Receipt"). On closing of the
Offering, the Company issued a total of 27,058,802 Subscription
Receipts at a price of C$0.51 per Subscription Receipt
for gross proceeds of approximately C$13,800,000. The completion of the Offering was
previously announced in a press release of the Company
dated November 29, 2018.
The Amalgamation and Oryx Acquisition Details
On December 20, 2018, the Company
completed the acquisition of AA Acquisition Group Inc.
("AAA") effected via a "three-cornered amalgamation" of AAA
with a wholly-owned subsidiary of the Company (the
"Amalgamation"). On closing of the Amalgamation, the Company
acquired of all of the issued and outstanding securities of AAA in
exchange for the issuance to AAA shareholders of 20,999,994 common
shares of the Company on a pro-rata basis. Upon completion of the
Amalgamation, the amalgamated entity continued under the corporate
name "Bragg Oryx Holdings Inc." with all of the property, rights,
privileges and assets of AAA.
AAA is a special purpose vehicle incorporated on April 12, 2018 under the Business Corporations
Act (Ontario), with the
primary purpose of acquiring the share capital, trade and assets of
Oryx and its two wholly-owned subsidiaries – Oryx Gaming Ltd., a
company incorporated in Malta on
March 11, 2013, and Oryx razvojne
stortive d.o.o, a company incorporated in Slovenia on April 4,
2014.
On December 20, 2018, AAA acquired all of the issued and
outstanding membership interests of Oryx (the "Oryx
Acquisition") for consideration in the aggregate of €7.5
million in addition to earn-out payments, as follows:
(i)
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after the first year
following the Oryx Acquisition, a payment equal to 8 times 33%
of the EBITDA of Oryx for that first year, subject to Oryx having
achieved EBITDA of at least €2 million; and
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(ii)
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after the second year
following the Oryx Acquisition, a payment equal to 8 times 33%
of the EBITDA of Oryx for that second year, subject to Oryx having
achieved EBITDA of at least €3 million. The earn-out payments
will be partly satisfied by cash and partly by the issuance
of common shares of the Company based on the 60 day volume
weighted average price of the shares on the TSXV, provided
that the maximum number of common shares of the Company to be
issued for the first earn-out payment will be two (2) million
common shares of the Company and for the second earn-out
payment will be two and a half (2.5) million common shares of
the Company.
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As a result of the Oryx Acquisition and the Amalgamation, the
Company will carry on the business previously carried on by
Oryx.
Shares for Debt
The Company has settled certain debts with directors and
officers of the Company by the issuance of 1,128,386 common shares
of the Company at an issuance price of $0.51 per share. The debts include unpaid
directors and management fees, as well as severance expense for a
departing officer. This issuance of shares was approved by
disinterested shareholder approval at the Company's shareholder
meeting held on November 9, 2018.
About Bragg Gaming
Bragg Gaming Group is a next generation gaming group, formed by
a group of gaming industry veterans. Built on the foundation of the
recently acquired Oryx, a turn-key gaming solution provider in
a significant growth stage, Bragg will focus on the newly
emerging area of legalized U.S. sports betting and the burgeoning
e-sports industry, paving the way to become a global leader in
the new gaming frontier.
Cautionary Statement on Forward-Looking Information
The statements used in this press release may contain
forward-looking statements, and are based on the opinions and
estimates of management, or on opinions and estimates provided to,
and accepted by, management. These opinions and estimates are
used by management, and speak only as of the date of this press
release. Such statements include, but are not limited to, the
trading debut of the Company, the proposed expansion of the
Company's GIVEMEBET platform, the impact (if any) on sales of
recent corporate changes discussed herein, and the earn-out
payments payable pursuant to the Oryx Acquisition.
Forward-looking statements involve significant known and unknown
risks, uncertainties and assumptions, including the the anticipated
benefits from the Oryx Acquisition and the Amalgamation.
Forward-looking statements are subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ, possibly significantly. Although the
Company believes that its expectations reflected in these
forward-looking statements are reasonable, such statements involve
risks and uncertainties and no assurance can be given that actual
events or results will be consistent with these forward-looking
statements. Except as required by applicable law, the Company
does not undertake, and specifically disclaims, any obligation to
update or revise any forward-looking information, whether as a
result of new information, future developments or otherwise.
Readers are therefore cautioned not to place undue reliance on any
forward-looking statements.
Neither the Exchange nor its Regulation Services Provider
(as that term is defined in policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
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SOURCE Bragg Gaming