/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
CALGARY, AB and ISLE OF MAN,
Feb. 16, 2021 /CNW/ - Real Luck Group
Ltd. (TSXV: LUCK) (the "Company") and its subsidiary
companies doing business as "Luckbox" (the "Group"), a
provider of legal, real money esports and sports betting, is
pleased to announce that it has entered into an agreement with
Gravitas Securities Inc. ("Gravitas"), as sole agent and
bookrunner, pursuant to which Gravitas will sell, on a commercially
reasonable efforts basis, 4,166,666 special warrants of the Company
(the "Special Warrants") at a price of $1.20 per Special Warrant (the "Offering
Price"), for gross proceeds of approximately $5,000,000 (the "Offering"). The
Company has also granted Gravitas an option to offer for sale up to
an additional 625,000 Special Warrants (the "Over-Allotment
Option"), which option is exercisable, in whole or in part, at
any time up to 30 days following the closing of the Offering (the
"Closing Date").
![Real Luck Group Limited, Luckbox (CNW Group/Real Luck Group Ltd.) Real Luck Group Limited, Luckbox (CNW Group/Real Luck Group Ltd.)](https://mma.prnewswire.com/media/1439543/Real_Luck_Group_Ltd__Real_Luck_Group_Announces__5_Million_Privat.jpg)
Each Special Warrant will entitle the holder thereof to receive
one unit of the Company (a "Unit"), without payment of
additional consideration, with each Unit comprised of one common
share of the Company (a "Share") and one-half of one
non-transferable common share purchase warrant of the Company (each
such whole warrant, a "Warrant"). Each Warrant will entitle
the holder thereof to purchase an additional common share of the
Company (a "Warrant Share") at a price of $1.50 per Warrant Share (the "Exercise
Price") for a period of 36 months from the Closing Date.
The Company has agreed to prepare and file a short form
prospectus (the "Prospectus") qualifying the distribution of
the Shares and Warrants (including those issued to Gravitas in
connection with the Offering) in British
Columbia, Alberta,
Saskatchewan, Manitoba and Ontario. In the event a receipt for the
preliminary Prospectus has not been issued within 60 days of the
Closing Date or a receipt for the final Prospectus has not been
issued within 90 days of the Closing Date, each Special Warrant
will, upon the earlier of (i) four months and one day following the
Closing Date and (ii) the date of the issuance of the receipt for
the final Prospectus, entitle the holder of the Special Warrant to
receive, at no additional cost, an additional one-half of one
non-transferable share purchase warrant at the same terms as the
Warrants (the "Penalty Warrants"), and 1.10 Units
(inclusive of the Penalty Warrants) per Special Warrant, provided
that the Company shall not be required to issue fractional Units,
Shares or Warrants and any fractions shall be rounded down to the
nearest whole number.
Until a receipt is issued for the final Prospectus, securities
issued in connection with the Offering will be subject to a four
months and one day hold period from the date of issue. The net
proceeds of the Offering are expected to be used for working
capital and general corporate purposes. The closing of the Offering
is subject to the completion of formal documentation, including but
not limited to, the execution of an agency agreement with Gravitas
in connection with the Offering and receipt of regulatory
approvals, including approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of securities in the United States. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or any
state securities laws and may not be offered or sold within
the United States or to or for the
account or benefit of U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
About Luckbox
The Company is an award-winning betting company that offers
legal, real-money betting, live streams, and statistics on all
major esports and sports on desktop and mobile devices. The Company
has a Business-to-Consumer (B2C) platform, and by leveraging shared
technology, data, and resources, the Company can offer an extensive
range of betting options for esports tournaments. The Company's
in-house customized user interface and user experience, built on a
technology stack that supports multiple odds and streaming sources,
allows the Company to deliver deep esports betting coverage. The
Company has been built by a team combining experience in the
igaming industry and a passion for esports to offer players a
unique, broad, engaging, and legal CS:GO betting, Dota 2 and League
of Legends betting experience. The Company serves esports fans in
more than 80 territories across the globe. In November 2020, Luckbox was named Rising Star at
the EGR Operator Awards. The Company (via the Group) holds a full
licence under the Online Gambling Regulation Act (OGRA), issued by
the Isle of Man Gaming Supervision Commission. As the Group is
fully licensed in the Isle of Man for B2C and Business to Business
(B2B) esports & sports betting and casino, the Company has
access to favourable payment processors. Luckbox is committed to
supporting responsible gambling.
CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS
The TSX Venture Exchange has neither approved nor
disapproved the contents of this press release. Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Statements: This
release includes certain statements and information that may
constitute forward-looking information within the meaning of
applicable Canadian securities laws or forward-looking statements
within the meaning of the United States Private Securities
Litigation Reform Act of 1995. All statements in this news release,
other than statements of historical facts, including statements
regarding future estimates, plans, objectives, timing, assumptions
or expectations of future performance, including information
concerning the Offering, the anticipated closing date and use of
proceeds thereof, timing for the filing of the Prospectus and
obtaining receipts for the Prospectus, are forward-looking
statements and contain forward-looking information. Generally,
forward-looking statements and information can be identified by the
use of forward-looking terminology such as "intends" or
"anticipates", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would" or "occur".
Forward-looking statements are based on certain material
assumptions and analysis made by the Company and the opinions and
estimates of management as of the date of this press release,
including that regulatory approval of the Offering will be obtained
in a timely manner; and that the agreement with Gravitas will not
be terminated in accordance with its terms. These forward-looking
statements are subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking statements or forward-looking information.
Important factors that may cause actual results to vary, include,
without limitation, risks that the Company will not obtain the
requisite approvals or otherwise satisfy the necessary conditions
precedent to complete the Offering, adverse market conditions,
risks inherent in the Company's business in general, that the
proceeds of the Offering may need to be used for purposes other
than as set out in this news release and other factors beyond the
control of the Company.
Although management of the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking statements or
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements and
forward-looking information. Readers are cautioned that reliance on
such information may not be appropriate for other purposes. The
Company does not undertake to update any forward-looking statement,
forward-looking information or financial out-look that are
incorporated by reference herein, except in accordance with
applicable securities laws.
SOURCE Real Luck Group Ltd.