Contagious Gaming Inc.
TSX VENTURE : CNS

September 22, 2014 16:01 ET

Contagious Gaming Announces Closing of Reverse Takeover Transaction and Concurrent Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 22, 2014) -

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

Contagious Gaming Inc. (TSX VENTURE:CNS), formerly Kingsman Resources Inc. ("Contagious Gaming" or the "Company") is pleased to announce that on September 19, 2014 the Company completed its reverse takeover transaction (the "RTO") with Contagious Sports Ltd. ("Contagious Sports") and Telos Entertainment Inc. ("Telos") pursuant to which the Company acquired all of the issued and outstanding common shares of Contagious Sports (the "CS Shares") and all of the issued and outstanding common shares of Telos ("TEI Shares") in exchange for the issuance of common shares of the Company ("Common Shares").

"Our 'going public' transaction is an exciting milestone in the history of our Company as we seek to position Contagious Gaming for the continued success of our first of its kind in-play sports betting platform and our digital instant lottery content," commented Peter Glancy, Chief Executive Officer and Director of the Company. "Our public listing is a critical step in fulfilling our commitment to become a leading developer and provider of software based solutions for regulated gaming and lottery markets," he added.

The Company's common shares are expected to commence trading on the TSX Venture Exchange under the ticker symbol "CNS" at the commencement of trading on Tuesday, September 23, 2014.

Concurrent Financing

Concurrently with the completion of the RTO, Contagious Gaming completed an equity financing ("Financing") for total gross proceeds of $6,002,800. The Financing was completed through; 1) a brokered private placement (in part by way of offering memorandum) offering of common shares (the "Brokered Financing"); and 2) a non-brokered private placement offering of common shares (the "Non-Brokered Financing").

Under the Brokered Financing, the Company issued 12,882,000 post-consolidation common shares at a share price of $.40 for aggregate gross proceeds of $5,152,800. The Company engaged Global Securities and Haywood Securities, (the "Agents") to act as agents on a commercially reasonable efforts basis in connection with the Brokered Financing. The Agents received a cash commission (the "Agent's Commission") equal to 7% of the gross proceeds raised, and compensation options (the "Agent's Options") entitling the agents to purchase Common Shares equal to 7% of the number of securities sold in the Brokered Financing, exercisable at a post-consolidation share price of $0.40 per Agent's Share and expiring 24 months from closing of the Brokered Financing.

Under the Non-Brokered Financing the Company issued 2,125,000 post consolidated common shares at a price of $0.40 per share for aggregate gross proceeds of $850,000. The Company paid a finder's fee of $42,000. A second closing under the Non-Brokered Financing is expected to add additional gross proceeds of $118,000. A finder's fee of $5,950 will be paid.

Proceeds from the Financing will be used for launching the GoalTime offering, expanding the Company's game portfolio, repay debt and working capital.

Reverse Takeover

Upon closing of the RTO, all CS Shares were exchanged for Common Shares on the basis of 16.05 Common Share for 1 CS Shares (the "CS Exchange Ratio") and all TEI Shares were exchanged for Common Shares on the basis of 1 Common Share for 2 TEI Shares (the "TEI Exchange Ratio").

Consolidation and Name Change

In connection with the closing of the RTO, the Company (i) consolidated all of the issued and outstanding common shares in the capital of the Company on the basis of two (2) pre-consolidation Shares for one (1) post-consolidation Share; and (ii) changed its name from "Kingsman Resources Inc." to "Contagious Gaming Inc.".

Senior Management and Board of Directors

The Company's senior management team is composed of Peter Glancy - Chief Executive Officer; Sean Yeomans - President; and Adam Kniec - Chief Financial Officer.

The board of directors of the Company is comprised of the following individuals: Charles Shin (Chairman), Desmond Balakrishnan, Victor Wells, Peter Glancy and Sean Yeomans.

Additional Information

For additional information on the RTO, Concurrent Financing, and Board, as well as the business of the Company, see the Company's Management Information Circular dated August 1, 2014 and available on the SEDAR website at www.sedar.com.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, andwill not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S.Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act,unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

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 release.

Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward‐looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward‐looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD‐LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

Contact Information

  • Contagious Gaming Inc.
    Charles Shin
    Chairman
    (416) 669-3183