VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 4, 2016) -
NOT FOR RELEASE IN THE UNITED STATES
e-Play Digital Inc., formerly Network Life Sciences Inc. (CSE:NOI)(CSE:NOI.CN)(CNSX:NOI)(FRANKFURT:2NY1) (WKN: A14VRA) ("e-Play", "the Company"), announces that it has issued 2,416,500 units for aggregate proceeds of $483,300 as part of its current private placement of up to ten (10) million units (the "Units") at a price of $0.20 per Unit to raise gross proceeds of up to $2,000,000. The closing this week brings funds raised to date in this private placement to a total of $884,814. Each Unit issued consists of one common share of the Company and one transferable common share purchase warrant (each a "Warrant"). Each Warrant is exercisable to acquire one additional common share for a period of twelve (12) months at an exercise price of $0.40, provided that if the closing price of the Company's shares on any stock exchange or quotation system on which the shares are then listed or quoted is equal to or greater than $0.60 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry of the warrants by giving notice to the holders of the warrants that the warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 10 business days from the date notice is given. The Company paid finder's fees to qualified finders comprised of cash in the amount $18,900 and issued 94,900 brokers warrants on identical terms to those in the offering. The common shares and warrants acquired by the subscribers are subject to a hold period of four months and a day from the date of issue. The Company intends to use the proceeds from this financing for general working capital and to finance the Acquisitions.
On August 5, 2016, the Company entered into a letter of intent to acquire two private companies (the "Acquisitions") that will see the business of the Company change to developing interactive broadcast and live video platforms with a goal of building next generation video and TV networks for sports and eSports.
On October 6, 2016, the Company changed its name to e-Play Digital Inc. in contemplation of closing the Company's recently announced plans to acquire two private companies (the "Transaction") that will see the business of the Company change to developing interactive broadcast and live video platforms with a goal of building next generation video and TV networks for sports and eSports.
Trading in the E-Play shares has been halted and will remain halted pending the review of the Transaction by the Exchange. There can be no assurance that trading in the E-Play shares will resume prior to the completion of the Transaction.
Significant Conditions to Completion of the Transaction
Completion of the Transaction is subject to a number of conditions, including but not limited to: (a) closing conditions customary to transactions of the nature of the Transaction, including applicable board and shareholder approvals; (b) approvals of all regulatory bodies having jurisdiction in connection with the Transaction; (c) Exchange regulatory approval; and (d) completion of the Private Placement in an amount that meets Exchange requirements. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of e-Play should be considered highly speculative.
The CSE Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Further details are available under the Company's profile on SEDAR at www.sedar.com, and the Company's profile on the CSE's website at www.cnsx.ca.
This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933 (the "1933 Act"), as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Cautionary and Forward-Looking Statements
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the shareholder and exchange approval of the Transaction and completion of the concurrent private placement. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company's ability to obtain the necessary approvals to close the proposed acquisitions and the concurrent Private Placement, the suitability of the key members of ongoing management and the board of directors, the commercial opportunities available to the Company and the ability of the Company to obtain sufficient funds to commercialize a product. Although management of the Company believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to identify and complete suitable acquisitions to further the Company's growth as well as risks associated with the Company's ability to obtain shareholder approval for the Transactions, the digital sports sectors in general such as operational risks in development, research and regulatory delays or changes in plans with respect to research projects or capital expenditures; the uncertainty of the market; the uncertainty of estimates and projections relating to costs and expenses;; marketing and commercialization; loss of markets; competition; incorrect assessment of the value of any technologies acquired and failure to realize the anticipated benefits of such acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws, and government regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.