theScore Announces Closing of US$10 Million Private Placement & Payment of Upfront Market Access Fee to Penn National Gaming ...
August 09 2019 - 8:44AM
Business Wire
theScore, Inc. (TSX Venture: SCR) (“theScore” or
the “Company”) is pleased to confirm that it has closed its
previously announced private placement (the “Offering”) of
22,222,223 Class A Shares at a price of US$0.45 (C$0.59) per Class
A Share for proceeds of US$10 million. Participants in the Private
Placement include Penn National Gaming Inc. (Nasdaq: PENN) (“Penn
National”), alongside other investors including John Levy Family
Holdings Ltd.
Penn National, North America’s largest regional gaming operator,
has subscribed for US$7.5 million of Class A Shares following its
multi-state market access framework agreement with theScore, which
was announced last week. John Levy Family Holdings Ltd., an entity
controlled by John Levy, the Company’s Founder and CEO, has
subscribed for an aggregate of 2,222,222 Class A Shares in the
Private Placement.
The participation of Mr. Levy, an insider of the Company, in the
Offering constitutes a “related party transaction” under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). However, such
transactions are exempt from the formal valuation requirements of
Section 5.4 of MI 61-101 pursuant to subsection 5.5(a) of MI 61
101, and exempt from the minority approval requirements of Section
5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101.
These exemptions are available as neither the fair market value of
the Class A Shares subscribed for by Mr. Levy, nor the
consideration for the Class A Shares paid by Mr. Levy, exceed 25%
of the Company’s market capitalization. A material change report
was not filed more than 21 days prior to closing of the Offering as
contemplated by Section 5.2(2) of MI 61-101 as the insider
participation was only recently confirmed.
Proceeds from the Offering will be used to facilitate the
expansion of the Company’s sports betting platform in the United
States. US$7.5 million of the proceeds were paid to Penn National
in respect of the upfront market access fee under the framework
agreement.
The Offering remains subject to the final acceptance of the TSX
Venture Exchange.
The Class A Shares to be issued under the Private Placement to
Canadian purchasers will be subject to a statutory hold period
expiring December 10, 2019. Additional resale restrictions and
legends may apply in the United States and other jurisdictions.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States nor shall there be any sales of our securities in any state
or jurisdiction of the United States in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. 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
U.S. persons (as defined in Regulation S under the U.S. Securities
Act) unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration
requirements is available.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as the term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy of this news
release.
About theScore Inc.
theScore creates highly-engaging digital products and content
that empower sports fans. Its flagship mobile app ‘theScore’ is one
of the most popular multi-sport news and data apps in North
America, serving millions of fans a month. The Company also creates
innovative digital sports experiences through its web, social, and
esports platforms, and has announced plans to launch a mobile
sports betting application in the United States, subject to receipt
of all relevant licenses and approvals.
Forward-looking (safe harbour)
statement
Statements made in this news release that relate to future
plans, events or performances are forward-looking statements. Any
statement containing words such as “may”, “would”, “could”, “will”,
“believes”, “plans”, “anticipates”, “estimates”, “expects” or
“intends” and other similar statements which are not historical
facts contained in this release are forward-looking, and these
statements involve risks and uncertainties and are based on current
expectations. Such statements reflect theScore’s current views with
respect to future events and are subject to certain risks,
uncertainties and assumptions. Many factors could cause the
Company’s actual results, performance or achievements to be
materially different from any future results, performance or
achievements that may be expressed or implied by such forward
looking statements, including among other things, the adoption or
non-adoption of laws and regulations permitting online and mobile
sports betting and i-gaming in certain states and the impact such
adoption or non-adoption will have on theScore’s ability to
exercise its market access rights under the framework agreement,
the receipt of all relevant licenses and aprovals, and those which
are discussed under the heading “Risk Factors” in the Company’s
Annual Information Form as filed with the TSX Venture Exchange and
available on SEDAR at www.sedar.com and elsewhere in documents that
theScore files from time to time with securities regulatory
authorities. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results could differ materially
from the expectations expressed in these forward-looking
statements. The Company does not intend, and does not assume any
obligation, to update these forward-looking statements except as
required by applicable law or regulatory requirements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190809005241/en/
James Bigg Sr. Manager, Communications theScore, Inc. Tel:
647-638-9281 Email: james.bigg@thescore.com
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