theScore, Inc. (TSX Venture: SCR) (“theScore” or the “Company”) is pleased to confirm that it has closed its previously announced private placement (the “Offering”) of 22,222,223 Class A Shares at a price of US$0.45 (C$0.59) per Class A Share for proceeds of US$10 million. Participants in the Private Placement include Penn National Gaming Inc. (Nasdaq: PENN) (“Penn National”), alongside other investors including John Levy Family Holdings Ltd.
Penn National, North America’s largest regional gaming operator, has subscribed for US$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 (“MI 61-101”). 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 December 10, 2019. Additional resale restrictions and legends may apply in the United States and other jurisdictions.
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 nor shall there be any sales of our securities in any state or jurisdiction of the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
About theScore Inc.
theScore creates highly-engaging digital products and content that empower sports fans. Its flagship mobile app ‘theScore’ is one of the most popular multi-sport news and data apps in North America, serving millions of fans a month. The Company also creates innovative digital sports experiences through its web, social, and esports platforms, and has announced plans to launch a mobile sports betting application in the United States, subject to receipt of all relevant licenses and approvals.
Forward-looking (safe harbour) statement
Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as “may”, “would”, “could”, “will”, “believes”, “plans”, “anticipates”, “estimates”, “expects” or “intends” and other similar statements which are not historical facts contained in this release are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Such statements reflect theScore’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements, including among other things, the adoption or non-adoption of laws and regulations permitting online and mobile sports betting and i-gaming in certain states and the impact such adoption or non-adoption will have on theScore’s ability to exercise its market access rights under the framework agreement, the receipt of all relevant licenses and aprovals, and those which are discussed under the heading “Risk Factors” in the Company’s Annual Information Form as filed with the TSX Venture Exchange and available on SEDAR at www.sedar.com and elsewhere in documents that theScore files from time to time with securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results could differ materially from the expectations expressed in these forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as required by applicable law or regulatory requirements.