TORONTO, ONTARIO--(Marketwired - Oct. 4, 2016) - Further to its announcement via news release dated September 15, 2016 concerning details with respect to the planned arm's length brokered private placement of subscription receipts (the "Private Placement") by TransGaming Inc. (TSX VENTURE:TNG) now known as Findev Inc. (TSX VENTURE:FDI) (the "Company" or "Findev") in connection with its proposed change of business from one focused on the digital distribution of games for Smart TVs, next-generation set-top boxes and over-the-top devices, to that of lending to, investing in and financing real estate transactions (the "Proposed COB"), the Company is pleased to announce the first closing of the Private Placement. On September 30, 2016, the Company issued 17,206,677 subscription receipts at a price per subscription receipt of $0.60 resulting in gross proceeds to the Company of $10,324,006 (the "First Closing"). As part of the First Closing, Plazacorp Holdings Limited subscribed for 6,666,667 subscription receipts (or 38.7% of the aggregate number of issued subscription receipts) for total proceeds to the Company of $4,000,000.
A second closing of the Private Placement is contemplated whereby up to an additional 16,126,656 subscription receipts at a price per subscription receipt of $0.60 resulting in gross proceeds of up to $9,675,994 will be raised (the "Second Closing").
Each subscription receipt shall be automatically exercisable, without any further action by the holder of such subscription receipt, and without any additional consideration, into one common share (each, a "Common Share") upon the satisfaction of certain escrow release conditions described below. In addition, each subscription receipt will include, at no additional cost, one (1) eighteen (18) month common share purchase half-warrant and one (1) thirty-six (36) month common share purchase half-warrant (each half-warrant, together, a "Warrant") which will each be exercisable at $0.70. The Company may in its sole discretion call the Warrants if and when and the Common Shares trade at a price equal to or greater than $1.20 for 5 consecutive days.
Cranson Capital Securities Inc. (the "Agent") acted as the agent for the Private Placement. The Company shall pay the Agent an initial work fee of $10,000 and a cash amount equal to six percent (6.0%) of the aggregate proceeds of the Private Placement raised by the Agent. The proceeds from the Private Placement will be held in escrow and will be released to the Company subject to and conditional upon the satisfaction of all conditions precedent to the Proposed COB, including the receipt of approval of the TSX Venture Exchange ("TSXV"). If the escrow release conditions are not satisfied, the subscription receipts issued in the Private Placement will immediately become null, void and of no further force or effect and the escrowed proceeds will be returned to the holders on a pro-rata basis. The common shares of the Company are expected to remain halted from trading on the TSXV until the Second Closing is completed.
On behalf of the Company,
Ankit Patel, CFO
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 RELEASE.
Certain statements in this document may constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use words like "may", "will", "expect", "continue", "believe", "plan", "intend", "would", "could", "should", "anticipate" and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this document. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the "Risk Factors" section of the Company's the most recently filed Annual Report which is available on SEDAR at www.sedar.com.
Although the forward-looking statements contained in this document are based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with these forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.