DraftTeam Daily Fantasy Sports Corp.

DraftTeam Daily Fantasy Sports Corp.
Fantasy Aces, LLC

Fantasy Aces, LLC

September 03, 2015 15:39 ET

DraftTeam Daily Fantasy Sports Corp. Announces Closing of First Tranche of Previously Announced Private Placement in Connection With the Business Combination With Fantasy Aces, LLC

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 3, 2015) -


DraftTeam Daily Fantasy Sports Corp. (the "Corporation" or "DraftTeam") (TSX VENTURE:DTS) is pleased to announce that is has closed the first tranche of the previously announced private placement (the "Private Placement") of subscription receipts of the Corporation ("Subscription Receipts") for gross proceeds of $2,041,500 with such funds to be held in escrow, pending the completion of the proposed business combination between the Corporation and Fantasy Aces, LLC (the "Business Combination"). The Corporation issued an aggregate of 20,415,000 Subscription Receipts at a price of $0.10 per Subscription Receipt pursuant to this first tranche of the Private Placement, of which 16,815,000 Subscription Receipts for gross proceeds of $1,681,500 were issued on a brokered basis (the "Brokered Private Placement") and 3,600,000 Subscription Receipts for gross proceeds of $360,000 were issued on a non-brokered basis. The Corporation expects to close a second tranche of the Private Placement prior to the closing of the Business Combination. Beacon Securities Limited acted as lead agent, together with Industrial Alliance Securities Inc., and Salman Partners Inc. (collectively, the "Agents") in connection with the Brokered Private Placement.

Each Subscription Receipt issued pursuant to the Private Placement entitles the holder thereof to receive, without payment of additional consideration, one common share and one warrant of the resulting issuer (the "Resulting Issuer") upon completion of the Business Combination and satisfaction of the conditions for conversion. Each warrant will entitle the holder thereof to acquire one common share of the Resulting Issuer for a period of two years at an exercise price of $0.15 per share. 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 (the "TSXV"), or such other exchange on which the Resulting Issuer Shares may primarily trade from time to time, at a volume-weighted average price of $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 on the date which is the earlier of: (i) the 30th day after the date on which notice is given by the Resulting Issuer in accordance with the terms of the warrants; and (ii) the actual expiry date of the warrants.

The gross proceeds from the sale of the Subscription Receipts, less the Agents' reasonable out-of-pocket expenses for the Brokered Private Placement, will be held by an escrow agent and invested in short term obligations issued or guaranteed by the Government of Canada (or other approved investments) pending satisfactory completion of all conditions to the Business Combination. Upon completion of such conditions, the escrowed funds will be released to the Resulting Issuer. The net proceeds from the Private Placement will be used to allow the Resulting Issuer to accelerate its business plan in the fast growing Daily Fantasy Sports industry.

In connection with the Brokered Private Placement, DraftTeam issued a total of 1,177,050 compensation options to the Agents, with each option entitling the holder thereof to acquire one common share of the Resulting Issuer at a price of $0.10 per share for a period of 18 month from the closing date of the Business Combination.

Shareholders of DraftTeam will be asked to approve the Business Combination and related matters at the annual and special meeting to be held on September 30, 2015 (the "Meeting"). For more information regarding the Meeting and the Business Combination, shareholders of DraftTeam are encouraged to review the management information circular of DraftTeam dated August 28, 2015, available on SEDAR at www.sedar.com. The TSXV has conditionally accepted the Business Combination subject to DraftTeam fulfilling all of the requirements of the TSXV.

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 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 impact of general economic conditions, industry conditions, currency fluctuations, operational risks, competition from other industry participants, stock market volatility, the risks that the parties will not proceed with the Business Combination or the second tranche of the Private Placement, that the ultimate terms of the Business Combination 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 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