Fantasy Aces, LLC and DraftTeam Daily Fantasy Sports Corp. Provide Update on Business Combination
Marketwired
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 18, 2015) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Fantasy Aces, LLC ("Fantasy Aces"), and DraftTeam Daily Fantasy Sports Corp. (the "Corporation" or "DraftTeam") (TSX VENTURE:DTS) are pleased to provide and update on the business combination announced previously on June 8, 2015 (the "Transaction").
An annual general and special meeting of shareholders of DraftTeam has been scheduled for September 17, 2015 where shareholders will be asked to approve the Transaction and related matters. It is anticipated that closing of the Transaction will occur following the meeting and, upon completion of the Transaction, the resulting issuer will be renamed Fantasy Aces Daily Fantasy Sports Corp. ("FA"). The current Fantasy Aces executives and employees will serve as the sole operators of the new entity, including all day-to-day site operations. Fantasy Aces has been a leader in the fast growing Daily Fantasy Sports ("DFS") Sector and FA expects to have an even greater presence in the DFS industry. The Corporation and Fantasy Aces will be providing an update on the business operations and the upcoming NFL, NBA NHL and College sports seasons in very near future.
As previously announced, the Corporation intends to complete a brokered private placement of subscription receipts for gross proceeds of up to $5,000,000 (the "Private Placement") concurrent with the Transaction. The Corporation expects to close the first tranche of the Private Placement for gross proceeds of approximately $2,150,000 on or about August 31, 2015, with such funds to be held in escrow, pending the completion of the Transaction. The Corporation will issue a press release following the closing of the first tranche of the Private Placement. The Corporation expects to close a second tranche of the Private Placement prior to the closing of the Transaction. The expected proceeds of the first tranche of the Private Placement will be sufficient for the Transaction to be completed and for the newly formed entity to execute on its business plan for the upcoming seasons. Please refer to the press release dated July 17, 2015 for further information with respect to the Private Placement.
The initial Board of Directors of FA was contemplated to be comprised of Tom Frisina (Chairman), David Antony, David Carbone, Richard Haddrill, and John Rak. However, due to constraints placed upon Mr. Carbone and Mr. Haddrill by their current employers, neither gentlemen will be able to stand for election as directors. Each of the current employers of Mr. Carbone and Mr. Haddrill are high profile public entities involved in the gaming industry and have only now determined that their involvement on the Board of Directors of FA will be in conflict with their current duties.
DraftTeam and Fantasy Aces are pleased to announce that Tom Cipolla will be joining the anticipated Board of Directors of FA. Mr. Cipolla has over 25 years' experience in the digital gaming industry. The majority of his experience relates to his position as Senior Vice President and General Manager of Electronic Arts' $2B North American Sales Division. During his time there, Mr. Cipolla's responsibilities included package and digital sales, trade marketing, operations, category management, demand planning and strategic planning.
The closing of the Transaction and the Private Placement is subject to all regulatory approvals, including the acceptance of the TSX Venture Exchange.
Reader Advisory
Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the Transaction and the Private Placement. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, the risks that the parties will not proceed with the Transaction, the completion of the Private Placement, that the ultimate terms of the Transaction will differ from those that currently are contemplated and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied on. Trading in the securities of DraftTeam Daily Fantasy Sports Corp. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.
All information contained in this press release with respect to the Corporation and Fantasy Aces was supplied by the Corporation and Fantasy Aces, respectively, for inclusion herein.
This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
