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theScore announces closing of $10 million private placement9 August 2019(PRESS RELEASE) -- theScore, Inc. is pleased to confirm that it has closed its previously announced private placement of 22,222,223 Class A Shares at a price of $0.45 (C$0.59) per Class A Share for proceeds of $10 million. Participants in the Private Placement include Penn National Gaming Inc., alongside other investors including John Levy Family Holdings Ltd. Penn National, North America’s largest regional gaming operator, has subscribed for $7.5 million of Class A Shares following its multi-state market access framework agreement with theScore, which was announced last week. John Levy Family Holdings Ltd., an entity controlled by John Levy, the Company’s Founder and CEO, has subscribed for an aggregate of 2,222,222 Class A Shares in the Private Placement. The participation of Mr. Levy, an insider of the company, in the Offering constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. However, such transactions are exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to subsection 5.5(a) of MI 61 101, and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101. These exemptions are available as neither the fair market value of the Class A Shares subscribed for by Mr. Levy, nor the consideration for the Class A Shares paid by Mr. Levy, exceed 25% of the Company’s market capitalization. A material change report was not filed more than 21 days prior to closing of the Offering as contemplated by Section 5.2(2) of MI 61-101 as the insider participation was only recently confirmed. Proceeds from the Offering will be used to facilitate the expansion of the company’s sports betting platform in the United States. US$7.5 million of the proceeds were paid to Penn National in respect of the upfront market access fee under the framework agreement. The Offering remains subject to the final acceptance of the TSX Venture Exchange. The Class A Shares to be issued under the Private Placement to Canadian purchasers will be subject to a statutory hold period expiring 10 December 2019. Additional resale restrictions and legends may apply in the United States and other jurisdictions.
theScore announces closing of $10 million private placement
is republished from Online.CasinoCity.com.
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