ALISO VIEJO, CALIFORNIA--(Marketwired - Jan. 11, 2017) - Fantasy Aces Daily Fantasy Sports Corp. (the "Corporation" or "Fantasy Aces") (TSX VENTURE:FAS)(OTCQB:FASDF) announced today Mr. Robert H. Gates has been appointed a director of Fantasy Aces, subject to the approval of the TSX Venture Exchange ("TSX-V"). Bryan Frisina has resigned from the board of directors, however, he will continue in his role as Vice President, Operations of the Corporation.
Mr. Gates has held senior executive and corporate director roles at Zond Corporation, and its acquirer Enron Wind, and as an executive of its acquirer GE Wind Energy. Mr. Gates has also served as Chief Commercial Officer and on the Intellectual Property Council for Clipper Windpower. During his career Bob has lead the financing of over $7.5 billion in wind energy projects and equipment. Tom Frisina, CEO states: "Bob's operating and capital raising experience will be of immeasurable value to our Board going forward."
The Corporation also announced today that it closed a non-brokered private placement of CDN$449,360 (the "Offering") of debenture units of the Corporation ("Units") at a price of C$1.00 per Unit. The Units are comprised of C$1.00 principal amount of convertible unsecured debentures ("Debentures") and two common share purchase warrants ("Warrants"). The Debentures have a term of 18 months, bear interest at a rate of 12% per annum paid semi-annually in cash and are convertible into common shares ("Common Shares") of the Corporation at the conversion price of $0.05 of the principal amount outstanding until January 5, 2018 and into one common share for each $0.10 of the principal amount outstanding for the period from January 6, 2018 until July 5, 2018. Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.08 per Common Share until July 5, 2018. The securities issued pursuant to the Offering are subject to a statutory four-month hold period from the date of closing. Net proceeds of the Offering will be used for general working capital purposes. The completion of the Offering is subject to the approval of the TSX-V.
In addition, the Corporation has settled outstanding indebtedness of C$26,464 through the issuance of 529,280 Common Shares at a deemed price of $0.05 per Common Share, subject to the approval of the TSX-V.
Early Warning Information
Tom Frisina, Chief Executive Officer of the Corporation, subscribed for C$167,200 of the Units issued pursuant to the Offering. The Corporation has determined that exemptions from the various requirements of the TSX-V Policy 5.9 and Multilateral Instrument 61-101 are available for the issuance of the Units to Mr. Frisina (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More than 25% of market Capitalization).
Mr. Frisina now owns a total of Debentures in the principal amount of C$167,200, 5,837,000 Common Shares, 4,345,378 convertible limited partnership units and 734,400 warrants, representing approximately 12.1% of the issued and outstanding voting securities of the Corporation on a non-diluted basis and 25.2% of the issued and outstanding securities of the Corporation, assuming conversion of the Debentures, the convertible limited partnership units and exercise of the warrants held by Mr. Frisina. The Units 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.
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.
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.