DraftTeam Daily Fantasy Sports Corp.
TSX VENTURE : DTS

DraftTeam Daily Fantasy Sports Corp.
Fantasy Aces, LLC

Fantasy Aces, LLC

June 12, 2015 13:34 ET

DraftTeam Daily Fantasy Sports Corp. Announces Private Placement in Connection With the Merger With Fantasy Aces, LLC

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 12, 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 that is has engaged Beacon Securities Limited ("Beacon") to act as lead agent, together with Industrial Alliance Securities Inc, and Salman Partners Inc. (the "Agents"), to offer for sale, on a reasonable "best-efforts" agency basis, subscription receipts (the "Subscription Receipts") of the Company at an issue price to be determined in the context of the market for a minimum of $5,000,000 gross proceeds to the Corporation (the "Offering"). Additionally, the Corporation has granted Beacon an option to increase the Offering on the same terms, at any time up to 48 hours prior the closing of the Offering, by up to 15% of the number of minimum Subscription Receipts issuable pursuant to the Offering for additional aggregate gross proceeds to the Corporation of up to $750,000. If Beacon elects to exercise such right to increase the Offering in full, the aggregate gross proceeds that may be raised under the Offering is $5,750,000. The Offering will be conducted concurrently and in connection with the Corporation's previously announced merger between the Corporation and Fantasy Aces, LLC ("Fantasy Aces") (the "Merger").

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration, one common share of the resulting issuer (the "Resulting Issuer") from and upon completion of the Merger. The gross proceeds from the sale of the Subscription Receipts, less the Agents' reasonable out-of-pocket expenses for the Offering, 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 Merger (other than the funding of the purchase price). Upon completion of such conditions, the escrowed funds will be released to the Corporation. If the closing of the Merger does not occur, on or before 10:00 a.m. (Calgary time) on that date that is 90 days following the Closing Date (as defined below), or if prior to that time, the Merger is terminated or the Corporation has advised the Agents or announced to the public that it does not intend to proceed with the Merger, the escrow agent will return to the holders of Subscription Receipts an amount equal to the offering price as well as their pro rata entitlements to interest earned on such amount.

The net proceeds from the Offering will be used to help allow the combined company to accelerate its business plan in the fast growing Daily Fantasy Sports industry and with this additional capital expects to have an even greater presence in the DFS industry. Closing of the Offering is expected to occur on or about July 21, 2015 (the "Closing Date"), or such other date as may be determined between the Corporation and Beacon, 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, TSXV 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 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
    dave@draftteam.com

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