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Fansunite Entertainment Inc
Symbol FANS
Shares Issued 156,132,404
Close 2021-01-08 C$ 0.96
Market Cap C$ 149,887,108
Recent Sedar Documents

Fansunite closes $13.38-million private placement

2021-01-11 12:56 ET - News Release

Mr. Scott Burton reports

FANSUNITE ENTERTAINMENT ANNOUNCES CLOSING OF UPSIZED AND OVERSUBSCRIBED $13.4 MILLION PRIVATE PLACEMENT LED BY GRAVITAS SECURITIES DUE TO STRONG INVESTOR DEMAND

Fansunite Entertainment Inc. has completed its previously announced upsized and oversubscribed private placement of transferable special warrants of the company for aggregate gross proceeds of $13,388,120. The offering consisted of a brokered portion and a non-brokered portion for aggregate gross proceeds of $12,611,250 and $776,870, respectively. Pursuant to the offering, a total of 21,420,992 special warrants, including an aggregate of 2,578,000 special warrants issued as a result of the exercise of the agent's overallotment option, were sold at a price per special warrant of 62.5 cents.

The brokered private placement was conducted by Gravitas Securities Inc., as lead agent and sole bookrunner, with a syndicate of agents including Haywood Securities Inc. and Mackie Research Capital Corp.

Each special warrant entitles the holder thereof to receive one unit of the company, without payment of additional consideration, with each unit comprising one common share of the company and one-half of one transferable common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at an exercise price of 78 cents per warrant share for a period of 24 months following the closing of the offering.

The special warrants and the warrants were created and issued pursuant to, and are governed by, the terms of a special warrant indenture and a warrant indenture, respectively, entered into between the company and Odyssey Trust Company, as indenture trustee, and will be transferable pursuant to the terms of such indentures.

"The successful closing of this upsized financing provides further validation that the global gambling market is seeing a resurgence in demand from investors," said Scott Burton, chief executive officer of Fansunite. "Despite the headwinds caused by the global pandemic in 2020, we saw consumers adopt and embrace on-line betting for its ease of access and simplicity. With our seasoned team of gaming operators, global B2C brands, and our industry adopted B2B technology platform, we were able to execute on multiple milestones that delivered value to our customers and shareholders.

"As we now look to advance our operations globally, we believe this additional capital will allow us to explore strategic initiatives and execute on our vision of becoming a globally recognized i-gaming leader."

The net proceeds raised under the offering will be used for working capital and general corporate purposes.

As soon as reasonably practicable after the closing date, the company will use commercially reasonable efforts to prepare and file with each of the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Manitoba and Ontario, and obtain a receipt for a final short form prospectus, qualifying the distribution of the special warrants issued pursuant to the offering (and, thereby, qualify the distribution of the common shares, warrants and warrant shares underlying the special warrants), in compliance with applicable securities law, within 60 days from the closing of the offering.

In the event that the company has not received a receipt for the final prospectus within 60 days following the closing date, each unexercised special warrant will thereafter entitle the holder thereof to receive upon the exercise thereof, at no additional consideration, 1.10 units (instead of one unit), provided that nothing shall require the company to issue fractional units or common shares and warrant underlying such units, and any fractions resulting from the application of the penalty ratio shall be rounded down to the nearest whole number.

As consideration for its services in connection with the brokered private placement, the company paid to the agents a cash commission equal to $931,350 and issued to the agents a total of 1,490,160 non-transferable agent warrants. Each agent warrant entitles the holder to purchase one unit of the company on the same terms as conditions as the units, at a price per unit equal to the offering price for a period of 24 months from the date of issuance thereof, with each agent unit comprising one common share and one-half of one non-transferable common share purchase warrant. Each agent unit warrant shall be exercisable into one common share at the warrant exercise price for a period of 24 months from the closing date.

Gravitas also provided fiscal advisory services pursuant to the terms of a fiscal advisory agreement with respect to the non-brokered private placement. Pursuant to the fiscal advisory agreement, the company paid Gravitas a fiscal advisory fee equal to $49,899.60 and issued to the lead agent a total 79,839 adviser warrants. Each adviser warrant entitles the holder to purchase one unit of the company on the same terms and conditions as the units, at a price per unit equal to the issue price for a period of 24 months from the date of issuance thereof, with each adviser unit comprising one common share and one-half of one non-transferable common share purchase warrant. Each adviser unit warrant shall be exercisable into one common share at the warrant exercise price for a period of 24 months from the closing date. Gravitas has also been issued non-brokered units. Each non-brokered unit comprises one common share and one-half of one common share purchase warrant. Each whole non-brokered unit warrant shall be exercisable into one common share at the warrant exercise price for a period of 24 months from the closing date.

About Fansunite Entertainment Inc.

Fansunite is a global sports and entertainment company focusing on technology related to regulated and lawful on-line gaming and other related products. Fansunite has produced a one-of-a-kind complete i-gaming platform, with a sports and e-sports focus geared for the next generation of on-line bettors and casino players. The platform includes products for prematch betting, in-play betting, daily fantasy, content and a certified RNG to produce casino-style chance games. The platform operates multiple business-to-consumer brands and business-to-business software for the on-line gambling industry. Fansunite also looks to acquire technology platforms and assets with high growth potential in new or developing markets.

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