DraftTeam Daily Fantasy Sports Corp.
TSX VENTURE : DTS

DraftTeam Daily Fantasy Sports Corp.
Fantasy Aces, LLC

Fantasy Aces, LLC

July 17, 2015 17:23 ET

DraftTeam Announces Terms of Amendment to Price for Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 17, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

DraftTeam Daily Fantasy Sports Corp. (the "Corporation" or "DraftTeam") (TSX VENTURE:DTS) is pleased to announce the updated pricing and final terms of its previously-announced private placement offering (the "Offering") of Subscription Receipts (the "Subscription Receipts") of the Corporation. The Offering will continue to be conducted by a syndicate of agents, led by Beacon Securities Limited ("Beacon") and including Industrial Alliance Securities Inc. and Salman Partners Inc. (together with Beacon, the "Agents"), who have agreed to offer Subscription Receipts on a commercially-reasonable "best-efforts" agency basis pursuant to private placement exemptions from the prospectus requirements of applicable securities laws at a price of C$0.10 per Subscription Receipt for gross proceeds to the Corporation of approximately C$5 million. The Corporation has granted an option to the Agents to increase the size of the Offering by up to 7,500,000 Subscription Receipts at the Issue Price, exercisable in whole or in part by the Agents at any time up to 48 hours prior to the closing of the Offering for additional gross proceeds to the Corporation of up to C$0.75 million. If this option is exercised in full, the gross proceeds to the Corporation will be approximately C$5.75 million.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration, one unit (a "Unit") of the Corporation, such Unit to be immediately exchanged for one Unit of the resulting issuer (the "Resulting Issuer") upon completion of the Corporation's previously announced merger with Fantasy Aces LLC (the "Merger").

Each Unit of the Resulting Issuer shall be comprised of one common share of the Resulting Issuer (a "Resulting Issuer Share") and one purchase warrant (a "Warrant") of the Resulting Issuer. Each Warrant shall entitle the holder thereof to acquire one Resulting Issuer Share at an exercise price of C$0.15 per Resulting Issuer Share for a period of 24 months following the completion of the Merger. The expiry date of the Warrants may be accelerated by the Resulting Issuer, at its sole option, at any time in the event that the closing price of the Resulting Issuer Shares on the TSX Venture Exchange ("TSX-V"), or such other exchange on which the Resulting Issuer Shares may primarily trade from time to time, at a volume-weighted average price of C$0.225 for a period of at least 20 consecutive trading days by giving notice to the holders thereof and, in such case, the Warrants will expire at 4 p.m. (Calgary time) on the date which is the earlier of: (i) the 30th day after the date on which such notice is given by the Resulting Issuer in accordance with the terms of the Warrants; and (ii) the actual expiry date of the Warrants.

Closing of the Offering is expected to occur on or about July 30, 2015 (the "Closing Date"), or such other date as may be determined between the Corporation and Beacon, on behalf of the Agents, and is subject to customary conditions and regulatory approvals, including the approval of the TSX-V.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, 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.

Reader Advisory

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the Merger and the Offering. 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 Merger or the Offering, that the ultimate terms of the Merger and the Offering 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 Merger is subject to a number of conditions, including but not limited to, TSX-V acceptance and shareholder approval. The Merger cannot close until the required shareholder approval is obtained. There can be no assurance that the Merger or the Offering 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 Merger, any information released or received with respect to the Merger 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 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 LLC, 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
    dave@draftteam.com

    Fantasy Aces LLC.
    Tom Frisina
    Chief Executive Officer
    (805) 565-7850
    tom@fantasyaces.com