Millennial Esports Announces Convertible Debenture Financing of Up to $6,600,000 and Sale of Assets
29 November 2018 - 3:23PM
Millennial Esports Corp. ("Millennial" or the "Company",
TSX VENTURE: GAME, OTCQB: MLLLF), announces that it will
conduct a non-brokered private placement (the
"
Private Placement") of a
convertible debentures (the "
Debentures") in the
principal amount of up to $6,600,000 led by the Delavaco Group. The
Debentures will mature 24 months from the date of issuance and bear
interest at a rate of 12% per annum, payable on maturity. The
debenture holders may convert at any time, all or a portion of the
convertible loan principal into units ("
Units") of
the Company at a price of $0.09 per Unit for the first 12 months
and thereafter at a price of $0.10 per unit until maturity.
Each Unit is comprised of one common share of the Company and one
warrant, with each warrant exercisable into a common share of the
Company at an exercise price of $0.09 per share for the first 12
months and thereafter at a price of $0.10 per share for a period of
five years from the issuance of the Debentures.
Proceeds of the Private Placement will be used
for, among other things, the payment of certain acquisition costs,
operational items related to acquisitions by the Company and other
corporate matters.
All securities issued pursuant to the Private
Placement will be subject to a statutory hold period expiring four
months and one day from closing. Completion of the Private
Placement is subject to a number of conditions, including, without
limitation, approval of the TSX Venture Exchange and the advanced
settlement of certain of the Company’s liabilities prior to
closing.
Sale of Arena in Vegas
With the Company's focus now on its Esports
Racing assets, the Company has entered into a binding term sheet to
sell its interests in thE Arena in Las Vegas, the Millennial
Esports tournament app, the LOL Champions app and related assets to
Esports Capital Corp. ("ECC"). As a result
of the sale, ECC shall be responsible for all ongoing liabilities
of these properties in exchange for the Company making a payment of
USD$400,000 to ECC. The sale of the thE Arena in Las Vegas is
subject to entering into a binding sale agreement.
ECC is controlled by Alex Igelman, a director of
the Company. Due to the fact that ECC is controlled by an
insider and a related party of the Company, this transaction is
considered a "related party transaction" as set out in Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company is
relying on the exemption from the valuation requirements of MI
61-101 contained in section 5.5(a), and from minority approval
requirements pursuant to section 5.7(a), due to the fact that the
fair market value of the subject-matter of, and the consideration
for, the transaction, does not exceed 25% of the market
capitalization of the Company.
Completion of the transaction is subject to the
approval of the TSX Venture Exchange.
About Millennial Esports Corp.
Millennial Esports Corp. (MEC) is a vertically integrated mobile
gaming publisher leading a revolution to fuse esports racing and
professional motorsport through a global competition model. MEC is
utilizing its gaming franchises and intellectual property (IP) to
engage millions of new players. Combined with its virtual and live
tournament platforms, gaming analytics capability, and motorsport
IP - including World's Fastest Gamer - MEC is uniquely positioned
to become the market leader in Esports Racing.
Cautionary Statement on Forward-Looking Information This
press release contains "forward-looking information" within the
meaning of applicable Canadian securities legislation which are
based upon Millennial's current internal expectations, estimates,
projections, assumptions and beliefs and views of future events.
Forward-looking information can be identified by the use of
forward-looking terminology such as "expect", "likely", "may",
"will", "should", "intend", "anticipate", "potential", "proposed",
"estimate" and other similar words, including negative and
grammatical variations thereof, or statements that certain events
or conditions "may", "would" or "will" happen, or by discussions of
strategy.
The forward-looking information in this news
release is based upon the expectations, estimates, projections,
assumptions and views of future events which management believes to
be reasonable in the circumstances. Forward-looking information
includes estimates, plans, expectations, opinions, forecasts,
projections, targets, guidance or other statements that are not
statements of fact. Forward-looking information in this news
release includes, but is not limited to, statements with respect to
completion of the Private Placement, the successful settlement of
certain of the Company’s liabilities, and the sale of thE Arena in
Las Vegas. Forward-looking information necessarily involve known
and unknown risks, including, without limitation, risks associated
with general economic conditions; adverse industry events; loss of
markets; inability to access sufficient capital from internal and
external sources, and/or inability to access sufficient capital on
favourable terms; the esports industry generally; the ability of
Millennial to implement its business strategies; competition; and
other risks.
Any forward-looking information speaks only as
of the date on which it is made, and, except as required by law,
Millennial does not undertake any obligation to update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise. New factors emerge from
time to time, and it is not possible for Millennial to predict all
such factors. When considering this forward-looking information,
readers should keep in mind the risk factors and other cautionary
statements in disclosure documents of Millennial filed with the
applicable Canadian securities regulatory authorities on SEDAR
at www.sedar.com. The risk factors and other factors noted in
the disclosure documents could cause actual events or results to
differ materially from those described in any forward-looking
information.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Investor Contacts: Manish Grigo
Investor Relations 416.569.3292
manish.grigo@millennialesports.com
Alex Igelman Executive Chairman and Director
647.346.1888 alex.igelman@millennialesports.com
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