DraftTeam Daily Fantasy Sports Corp.

DraftTeam Daily Fantasy Sports Corp.
Fantasy Aces, LLC

Fantasy Aces, LLC

October 01, 2015 09:00 ET

DraftTeam and Fantasy Aces Close Business Combination Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 1, 2015) - DraftTeam Daily Fantasy Sports Corp. ("DraftTeam" or the "Corporation") (TSX VENTURE:DTS) and Fantasy Aces, LLC ("Fantasy Aces") are pleased to announce the closing of the previously announced business combination (the "Business Combination"). The Business Combination was approved at an annual and special meeting of the shareholders of DraftTeam held on September 30, 2015. The Business Combination constitutes a "Reverse Takeover" for the purposes of the TSX Venture Exchange (the "TSXV") and is subject to the final acceptance of the TSXV. For further information regarding the details of the Business Combination, please refer to the news release dated June 8, 2010 and the management information circular of DraftTeam dated August 28, 2015, each filed on SEDAR at www.sedar.com under DraftTeam's profile.

Prior to the completion of the Business Combination, DraftTeam completed a private placement ("Private Placement") for aggregate gross proceeds of $3,828,000, through the issuance of subscription receipts (the "Subscription Receipts"). It is anticipated that the Subscription Receipts will be converted and holders thereof will be issued one common share and one warrant, without payment of additional consideration, for each Subscription Receipt held and the net proceeds of the Private Placement will be released from escrow shortly.

Shareholders of DraftTeam also approved at the annual and special meeting the name change of the Corporation to "Fantasy Aces Daily Fantasy Sports Corp." It is anticipated that the Corporation will complete the name change shortly and will trade on the TSXV under the new symbol "FAS".

The board of directors of the Corporation is now comprised of Tom Frisina, David M. Antony, Thomas Cipolla and John Rak. The officers of the Corporation are now as follows: Tom Frisina (Chief Executive Officer), Mike Olsen (Chief Financial Officer), Bryan Frisina (Director of Operations), Trent Frisina (Creative Director) and Trevor Wong-Chor (Corporate Secretary).

As a result of the Business Combination and the anticipated conversion of the Subscription Receipts, the Corporation will have approximately 80,809,161 common shares outstanding and will have reserved for issuance 4,235,004 common shares pursuant to stock options, 40,067,227 common shares pursuant to warrants and 57,539,453 common shares pursuant to convertible limited partnership units ("Units"). The Units were issued to the former members of Fantasy Aces in connection with Business Combination and each Unit is convertible into one common share of the Corporation at any time at the option of the holder. All of the Units were placed in escrow pursuant to the polices of the TSXV.

Reader Advisory

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the Business Combination 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 risk that the TSXV will not grant final acceptance for the Business Combination, the impact of general economic conditions, industry conditions, currency fluctuations, operational risks, competition from other industry participants, stock market volatility, 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 Business Combination is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination 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 Business Combination, any information released or received with respect to the Business Combination 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 transactions contemplated herein 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.

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.

Contact Information

  • DraftTeam Daily Fantasy Sports Corp.
    David M. Antony
    Chief Executive Officer
    (403) 531-1710

    Fantasy Aces, LLC
    Tom Frisina
    Chief Executive Officer
    (805) 565-7850