Fantasy Aces Daily Fantasy Sports Corp.
TSX VENTURE : FAS
OTC PINK : FASDF

Fantasy Aces Daily Fantasy Sports Corp.

May 11, 2016 18:00 ET

Fantasy Aces Daily Fantasy Sports Corp. Announces Closing of Shares for Debt Private Placement

ALISO VIEJO, CALIFORNIA--(Marketwired - May 11, 2016) - Fantasy Aces Daily Fantasy Sports Corp. (the "Corporation" or "Fantasy Aces") (TSX VENTURE:FAS) (OTC PINK:FASDF) announced today that it closed the previously announced settlement of outstanding indebtedness of $1,695,391.83 through the issuance of 67,815,673 common shares of the Corporation ("Common Shares") at a deemed price of $0.025 per Common Share (the "Debt Settlement"). The Common Shares issued in connection with the Debt Settlement are subject to a four month hold period that expires on September 12, 2016.

The Corporation settled outstanding indebtedness to certain directors and officers of the Corporation in the aggregate amount of $689,000 through the issuance of 27,560,000 Common Shares pursuant to the Debt Settlement. The Corporation has determined that exemptions from the various requirements of the TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 are available for the issuance of the Common Shares to the directors and officers of the Corporation (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More than 25% of market Capitalization).

Following the closing of the Debt Settlement, the Corporation has 210,022,714 Common Shares issued and outstanding. As a condition to the TSXV's acceptance of the Debt Settlement, the Corporation has agreed to complete the consolidation of its Common Shares on a ratio of at least one post-consolidation Common Share for every two pre-consolidation Common Shares on or before August 31, 2016. Further information with respect to the share consolidation will be provided a future news release.

Early Warning Information

The Corporation settled outstanding indebtedness to Tom Frisina, the Chief Executive Officer of the Corporation, in the amount of $354,000 through the issuance of 14,160,000 Common Shares pursuant the Debt Settlement. Mr. Frisina now owns a total of 29,185,000 Common Shares, 21,726,897 convertible limited partnership units and 2,000,000 warrants, representing approximately 13.9% of the issued and outstanding voting securities of the Corporation on a non-diluted basis and 22.7% of the issued and outstanding securities of the Corporation, assuming conversion of the convertible limited partnership units and exercise of the warrants held by Mr. Frisina. The Common Shares were acquired for investment purposes and Mr. Frisina may increase or decrease his beneficial ownership or control depending on market or other conditions. A copy of the Early Warning Report may be found on www.SEDAR.com

The Corporation settled outstanding indebtedness to Blackhawk Resource Corp. ("Blackhawk") in the amount of $524,643.20 through the issuance of 20,985,728 Common Shares pursuant the Debt Settlement. Blackhawk now owns a total of 21,569,103 Common Shares representing approximately 10.3% of the issued and outstanding voting securities of the Corporation on a non-diluted basis and is now an insider of the Corporation. The Common Shares were acquired for investment purposes and Blackhawk may increase or decrease their beneficial ownership or control depending on market or other conditions. A copy of the Early Warning Report may be found on www.SEDAR.com.

About Fantasy Aces

Fantasy Aces is a leading DFS (Daily Fantasy Sports) site focused on everyday skill-based fantasy sports games. Fantasy Aces has developed proprietary software which allows users to create fantasy teams from the player rosters of actual sports leagues and then use their teams to compete against other users in various categories such as points scored, yards gained, goals, assists or home runs registered, depending on the specific sport. The FantasyAces.com website currently offers daily and weekly skill based fantasy sports games for six major North American sports, including the NFL, NBA, NHL, MLB, College Football and the PGA. Fantasy Aces also offers a variety of entry fee contest options for its members to play, in addition to free roll tournaments to attract new members to the site. Fantasy Aces charges a management fee from all entry fees collected on the website.

Reader Advisory

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"). 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, 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The offered securities mentioned in this press release will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Trading in the securities of Fantasy Aces Daily Fantasy Sports Corp. should be considered highly speculative.

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

  • Fantasy Aces Daily Fantasy Sports Corp.
    Tom Frisina
    Chief Executive Officer
    (805) 565-7850
    tom@fantasyaces.com

    Fantasy Aces Daily Fantasy Sports Corp.
    Jerome Cliche
    Corporate Communications
    (514) 815-8799
    jerome@fantasyaces.com