Victory Square Technologies Inc. Portfolio Company GameOn Entertainment Technologies Inc. Announces Upsizing of Its Previously Announced Private Placement for Up to an Aggregate of $3 Million Due to Strong Investor Demand
Victory Square Technologies Inc. is pleased to announce that further to its news release dated February 22, 2021, its portfolio company GameOn Entertainment Technologies Inc. has increased the size of its previously announced non-brokered private placement (the “SR Offering”) of subscription receipts of GameOn (“Subscription Receipts”) from $1.5 million to $3 million due to strong investor demand. Each Subscription Receipt will be sold at a price of $0.35 and be governed by a subscription receipt agreement to be entered between GameOn and an escrow agent to be appointed by GameOn on or prior to the closing date of the SR Offering (the “SR Agreement”).
In accordance with the SR Agreement, each Subscription Receipt shall be automatically converted without any further action on the part of the holder thereof into one unit of GameOn (each, a “SR Unit”) upon the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”) including the receipt of conditional approval by GameOn with respect to the listing of the common shares of GameOn (“GameOn Shares”) on the Canadian Securities Exchange (the “CSE”) and the receipt of a final prospectus in the Province of British Columbia in connection with the final prospectus of GameOn. If the Escrow Release Conditions are not satisfied by May 31, 2021, the proceeds of the SR Offering will be returned to the subscribers.
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Each SR Unit will consist of one GameOn Share and one-half of one GameOn Share purchase warrant (each whole warrant, an “SR Warrant”). Each SR Warrant will entitle the holder thereof to purchase one additional GameOn Share at a price of CAD$0.52 for a period of 24 months following the completion of a going-public transaction by GameOn. GameOn may accelerate the expiry date of the SR Warrants to 30 days following GameOn issuing a news release accelerating the expiry date of the SR Warrants in the event the closing price of the GameOn Shares on the CSE or any equivalent exchange upon which the GameOn Shares trade is equal to or greater than $0.78 per GameOn Share for a period of ten (10) consecutive trading days.
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GameOn intends to use the net proceeds from the SR Offering to finance acquisitions, organic growth investments and for general working capital purposes. Finder’s fees may be paid to eligible finders in accordance with the policies of the CSE consisting of a cash commission of up to 6% of the gross proceeds raised under the SR Offering and finder warrants (“Finder Warrants”) in an amount up to 6% of the number of Subscription Receipts sold pursuant to the SR Offering. Each Finder Warrant will have the same terms as the SR Warrants.
Closing of the SR Offering is subject to customary closing conditions including, but not limited to, receipt of any required regulatory approvals. The securities being offered under the private placement will be issued pursuant to available exemptions from the prospectus requirements under applicable securities laws and will be subject to a hold period that will expire four months and one day from the later of: (i) the date of issue, and (ii) the date on which GameOn becomes a reporting issuer in any jurisdiction in Canada.