/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, March 9, 2021 /CNW/ - Real Luck
Group Ltd. (TSXV: LUCK) (the "Company" or
"Luckbox") is pleased to announce that it has completed
its previously announced upsized [and oversubscribed]
private placement of special warrants of the Company ("Special
Warrants") for aggregate gross proceeds of approximately
$17.8M (the "Offering"). The
Offering consisted of a brokered portion (the "Brokered Private
Placement") and a non-brokered portion (the "Non-Brokered
Private Placement") for aggregate gross proceeds of
$16,980,080.40 and $824,700, respectively. Pursuant to the Offering,
a total of 14,837,317 Special Warrants, including an aggregate
of 1,650,067 Special Warrants issued as a result of the exercise of
the agent's over-allotment option, were sold at a price per Special
Warrant of $1.20 (the "Offering
Price").
The Brokered Private Placement was conducted by Gravitas
Securities Inc., as lead agent and sole bookrunner
("Gravitas" or the "Agent").
Each Special Warrant entitles the holder thereof to receive one
unit of the Company (a "Unit"), without payment of
additional consideration, with each Unit being comprised of one
common share of the Company (a "Share") and one-half of one
common share purchase warrant of the Company (each whole such
warrant, a "Warrant"). Each Warrant will entitle the holder
thereof to purchase an additional common share of the Company at a
price of $1.50 per share (the
"Warrant Exercise Price") for a period of 36 months from the
initial closing date of the Offering (the "Initial Closing
Date").
The Special Warrants and the Warrants were created and issued
pursuant to, and are governed by, the terms of a special warrant
indenture and a warrant indenture respectively between the Company
and TSX Trust Company, as indenture trustee, in each case.
"Luckbox's strong leadership team paired with the current
size and growth potential of esports and sports betting led to the
Offering being heavily oversubscribed, as investors begin to
recognize this attractive sector and opportunity", Company Chairman
Drew Green said.
"We are grateful to our investors for their support and this
financing puts Luckbox in a strong position to execute on our goals
as we strive to further establish the business as a global leader
in the esports betting space."
The Company has agreed to prepare and file a short form
prospectus (the "Prospectus") qualifying the
distribution of the Shares and the 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 4-month 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.
As consideration for its services in connection with the
Brokered Private Placement, the Company paid to the Agent a cash
commission equal to $1,358,406.43 and
issued to the Agent a total of 1,132,005 non-transferable agent
special warrants (the "Agent Special Warrants"). Each Agent
Special Warrant is exercisable for one non-transferable warrant
(the "Agent Warrants") at no additional cost. Each Agent
Warrant entitles the holder to purchase one unit of the Company
(each, an "Agent Unit") on the same terms and
conditions as the Units, at a price per unit equal to the Offering
Price for a period of 36 months from the date of issuance thereof,
with each Agent Unit being comprised of one (1) Share and one half
(1/2) of one non-transferable Share purchase warrant (each whole
warrant, an "Agent Unit Warrant"). Each Agent
Unit Warrant shall be exercisable into one Share at the Warrant
Exercise Price for a period of 36 months from the date of issuance
thereof.
Gravitas also provided fiscal advisory services pursuant to the
terms of a fiscal advisory agreement (the "Fiscal Advisory
Agreement") with respect to the Non-Brokered Private Placement.
Pursuant to the Fiscal Advisory Agreement, the Company paid
Gravitas a fiscal advisory fee equal to $65,976 and issued to the Gravitas a total 54,980
advisor special warrants (the "Advisor Special Warrants").
Each Advisor Special Warrant is exercisable for one
non-transferable warrant (the "Advisor Warrants") at
no additional cost Each Advisor Warrant entitles the holder to
purchase one unit of the Company (each, an "Advisor
Unit") on the same terms and conditions as the Units, at a
price per unit equal to the Offering Price for a period of 36
months from the date of issuance thereof, with each Advisor Unit
being comprised of one (1) Share and one half (1/2) of one
non-transferable Share purchase warrant (each whole warrant, an
"Advisor Unit Warrant"). Each Advisor Unit
Warrant shall be exercisable into one Share at the Warrant Exercise
Price for a period of 36 months from the date of issuance
thereof.
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.
Follow Luckbox on Twitter / Facebook / LinkedIn
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 use of proceeds of the
Offering, timing for the filing of the preliminary and final
Prospectus and obtaining receipts for each, 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 preliminary and final
Prospectus will be obtained in a timely. 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 to file the final Prospectus to qualify the
securities issuable on conversion of the Special Warrants, Agent
Special Warrants and Advisor Special Warrants, 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.