Breaking Data Announces C$12 Million Financing in connection with Oryx Gaming Acquisition
TORONTO and LONDON, Oct. 04, 2018 (GLOBE NEWSWIRE) -- 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 Communications
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.