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Author: Don Obrien

Prime City and Champion Gaming Announce Terms of Concurrent Financing and Update of Proposed Reverse Takeover


https://finance.yahoo.com/

Toronto, Ontario–(Newsfile Corp. – August 26, 2021) – Prime City One Capital Corp. (TSXV: PMO.H) (“Prime City” or the “Company“) and Champion Gaming Inc. (“Champion“) announced today that, further to the Company’s press release issued on April 7, 2021 announcing the letter of intent (the “Letter of Intent“) in respect to the proposed reverse take-over of the Company by Champion (the “Transaction“), Champion has finalized the terms of its previously announced concurrent non-brokered private placement to the Transaction (the “Champion Private Placement“).

Champion Private Placement

In connection with the Champion Private Placement, Champion intends to offer up to 19,000,000 common shares at a price of $0.25 per share for aggregate gross proceeds up to $4,750,000. Champion also intends to pay eligible finders cash commissions equal to 8% of the gross proceeds of the Champion Private Placement and issue to finders’ warrants to purchase in aggregate that number of common shares of Champion which is equal to 8% of the number of common shares sold under the Champion Private Placement at an exercise price of $0.30 per share for a term of one year. The net proceeds of the Champion Private Placement will be used in connection with the Transaction, the acquisition of EdjSports, LLC (“EdjSports“) and for working capital and general corporate purposes. The Champion Private Placement is expected to close on or about August 27, 2021.

Transaction Update

The closing of Champion’s previously announced combination with EdjSports (the “EdjSports Combination“), the operating subsidiary of EdjSports Inc., is conditional upon, among other things, the closing of the Champion Private Placement and issuance of the Performance Warrants as detailed below. It is anticipated that the EdjSports Combination will be completed shortly after the closing of the Champion Private Placement. None of the Non-Arm’s Length Parties (such term as defined under the policies of the TSX Venture Exchange (the “TSX-V“)) of the Company have any direct or indirect interest in, or are insiders of, Champion or EdjSports.

Prior to the closing of the EdjSports Combination, Champion will issue performance warrants (the “Performance Warrants“) to certain directors, officers, employees and consultants of Champion and EdjSports and to shareholders of EdjSports Inc. to acquire an aggregate of 24,000,000 common shares of Champion. Each Performance Warrant will entitle the holder to purchase one common share of Champion for a purchase price of $0.0001, exercisable by the holder at any time and from time to time for a period of four years following the date of issuance thereof, subject to the satisfaction of certain vesting conditions. The Performance Warrants will vest as follows:

  • as to 25.00% (6,000,000) of the Performance Warrants, 9 months from the completion of the Transaction;

  • as to 33.33% (8,000,000) of the Performance Warrants, upon Champion (or the Resulting Issuer) achieving one million monthly active users; and

  • as to 41.67% (10,000,000) of the Performance Warrants, upon Champion (or the Resulting Issuer) achieving $10 million in run rate revenue.

The Company and Champion intend to enter into a definitive acquisition agreement in respect of the Transaction as soon as practicable after the closing of the EdjSports Combination (the “Definitive Agreement“). Based on the valuations of the Company and Champion set out in the previously announced Letter of Intent and subject to approval of the TSX-V, it is anticipated that prior to the closing of the Transaction, the Company will consolidate its common shares on a four (4) to one (1) basis (the “Share Consolidation“), whereby each post-Share Consolidation common share of the Company (or any other securities effected by the Share Consolidation) shall be rounded down to the nearest whole number of post-Share Consolidation common shares or other securities, as applicable, and no cash payment or other form of consideration will be payable in lieu thereof. The terms of the Transaction will provide that, upon completion of the Transaction, shareholders of Champion will receive one (1) post-Share Consolidation common share of the Company (a “Post-Consolidation Resulting Issuer Share“) for every one (1) common share of Champion. In addition, all convertible securities, including options and warrants of Champion that are outstanding at the time of closing of the Transaction will be exchanged for equivalent instruments of the Company exercisable for or convertible into Post-Consolidation Resulting Issuer Shares.

The Company currently has 12,202,010 common shares issued and outstanding. After giving effect to the Share Consolidation, the Company will have 3,050,503 post-Share Consolidation common shares issued and outstanding (subject to minor deviation as a result of the effects of rounding at the individual security holder level). Champion currently has 11,000,000 common shares issued and outstanding and has convertible debentures (the “Debentures“) issued and outstanding with an aggregate principal amount of $1,636,000 outstanding, which are automatically convertible into 8,725,333 common shares of Champion at a price of $0.1875 per share immediately prior to the closing of the Transaction. Assuming full subscription of the Champion Private Placement and after giving effect to the EdjSports Combination and the automatic conversion of the Debentures, it is anticipated that at the time of closing of the Transaction, the Company will issue 63,025,333 Post-Consolidation Resulting Issuer Shares at a deemed price of $0.25 per share, 24,000,000 Performance Warrants and approximately 1,288,000 warrants to the securities holders of Champion. After giving effect to the Transaction, no individuals are expected to hold a controlling interest in or who otherwise will control or direct the resulting issuer (the “Resulting Issuer“).

Furthermore, it is anticipated that Champion will advance a bridge loan of up to $50,000 (the “Bridge Loan“) to the Company prior to the closing of the Transaction. The Bridge Loan will be payable on demand and shall bear interest at a rate of 8% per annum, compounded monthly.

Shareholders’ Approval

Subject to TSX-V approval, the Company takes the view that the Transaction does not require shareholders’ approval pursuant to the policies of the TSX-V because the Company is a NEX listed issuer without active operations and Transaction is not a Related Party Transaction (as defined in the polices of TSX-V). However, the Company has scheduled an annual and special meeting of shareholders on October 13, 2021 to seek shareholders’ approval for certain items required to complete the Transaction, including, but not limited to, the Share Consolidation and the name change of the Resulting Issuer to Champion Gaming Group Inc., or such other name as may be reasonably determined by Champion.

Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, all current directors and officers of the Company will resign except for Cameron Wickham who is anticipated to continue to serve on the board of directors of the Resulting Issuer. It is anticipated that upon completion of the Transaction, the board of directors of the Resulting Issuer will consist of the following directors: Ken Hershman, Sean O’Leary, David Lubotta, Paxton Baker and Cameron Wickham. Furthermore, it is anticipated that upon completion of the Transaction, Ken Hershman will serve as Chief Executive Officer of the Resulting Issuer, Sean O’Leary will serve as President of the Resulting Issuer, John Barkeley will serve as Chief Financial Officer of the Resulting Issuer and Frank Frigo will serve as Chief Innovation Officer of the Resulting Issuer.

The relevant experience of the proposed officers and directors of the Resulting Issuer following closing of the Transaction is set out below:

Ken Hershman (Proposed Director, Chief Executive Officer of the Resulting Issuer)

Ken Hershman is a co-founder and serves as Chief Executive Officer and a director of Champion. Mr. Hershman’s background includes significant tenure at leading media companies in a variety of senior management roles, including serving as President, HBO Sports and Executive Vice President, Sports and Event Programming at Showtime Networks, a division of Viacom. As part of these roles, Mr. Hershman supervised award-winning shows such as Inside the NFL, Real Sports with Bryant Gumbel, Hard Knocks, 24/7 and both HBO’s and Showtime’s boxing and pay-per-view boxing platforms. Mr. Hershman also has extensive experience in the global esports industry, including through his past position as Chief Executive Officer and Commissioner of the global esports association the World Esports Association (WESA), as well as his most recent position as a partner in the esports advisory firm Electronic Sports Group (ESG). Mr. Hershman began his career as an attorney, with tenure as a corporate finance associate at Shearman & Sterling, as well as in-house counsel at Showtime Networks Inc. Mr. Hershman is a graduate of Fordham University School of Law, where he was a member of the International Law Journal. Mr. Hershman received his Bachelor of Science degree, with distinction, from The George Washington University, where he was selected Phi Beta Kappa.

Sean O’Leary (Proposed Director, President of the Resulting Issuer)

Sean O’Leary is a founder of multiple companies offering proprietary content to both B2B and consumer markets. Mr. O’Leary is currently the Chief Executive Officer and Co-Founder of EdjSports, a data intelligence firm for the sports industry that enables smarter decision making and performance. Prior to EdjSports, Mr. O’Leary was the Co-Founder and Chief Executive Officer of Genscape, Inc., a Louisville headquartered organization that offers proprietary data to the global energy markets. Mr. O’Leary has been recognized as an Ernst & Young Entrepreneur of the Year which honors entrepreneurial excellence in vision, innovation and leadership in building and growing successful businesses. Mr. O’Leary holds a BBA degree in Finance and Economics from the University of Michigan and is a graduate of the University of Louisville’s first MBA in Entrepreneurship class. In 2016, Mr. O’Leary was recognized as an Endeavor Entrepreneur.

David Lubotta (Proposed Director of the Resulting Issuer)

David Lubotta is a co-founder and serves as President and a director of Champion. Mr. Lubotta has over 30 years of successful entrepreneurial, corporate finance, innovation and leadership experience. Mr. Lubotta is the Managing Partner of DML Ventures, a privately held firm that contributes value as an advisor, incubator, strategic and financial partner to a number of private and public companies. Mr. Lubotta has been an advisor in the gaming sector to Score Media and Gaming Inc., a publicly listed digital media company that was one of the first online and mobile sports betting applications where he assisted in securing traction in the legal and licensed markets which recently resulted in an acquisition of the company at a valuation of $2B. Mr. Lubotta is an active participant in the legalized cannabis industry as a Partner at Merida Capital Partners, a leading cannabis private equity group that has over $550M of assets under management with over 50 portfolio companies. Mr. Lubotta has also been an active investor and advisor to the health and wellness sector as a partner in Delos Living LLC, the world’s first building standard and innovations lab that focuses exclusively on human health and wellness. Mr. Lubotta is the Chairman of Rritual Superfoods, a functional superfood company that creates plant-based elixirs, and an advisor to Prepare Your Mind (PYM), an innovative consumer products company in the mental wellness industry. Mr. Lubotta has also been active in several philanthropic initiatives throughout North America and holds an MBA from Kellogg, School of Management (Northwestern University).

Paxton Baker (Proposed Director of the Resulting Issuer)

Paxton Baker is an American businessman, entrepreneur and philanthropist, who has served in the entertainment, music, sports and production industries for over 30 years. Mr. Baker is a minority owner of the Washington Nationals Baseball club and currently serves as chairman of the Washington Nationals Founding Partners Group. Mr. Baker is also a partner in the ownership group of the Washington Kastles World Team Tennis League and a governing Board Member of the Global Sports Summit. In 2018, Mr. Baker launched the Washington, D.C., office of Liquid Soul, the agency behind the marketing and promotion of such blockbuster films as Black Panther and Fast & Furious 6. As Managing Partner, Mr. Baker is leading the expansion of the 17-year old company into the political, sports and entertainment arenas. For 16 years, Mr. Baker served as the Executive Vice President and General Manager of CENTRIC (formerly BETJ), BET’s complementary network targeting the African American and multicultural adult. Mr. Baker was also President of BET Event Productions, which produced music festivals, award shows, TV specials and concerts throughout the world. Mr. Baker has produced numerous television shows and home videos, and released over 40 DVD and CD titles. In 2006, Mr. Baker was appointed by the Speaker of the U.S. House of Representatives to serve as a member of The Congressional Award Foundation National Board of Directors, the only official charity of the United States Congress. Shortly thereafter Mr. Baker was elected to serve as Vice Chairman and then Chairman of the Board in 2007 to present. Mr. Baker currently invests in a variety of industries that enable him to expand his reach and bring together business, civic and community leaders from both the private and public sectors to help celebrate and preserve the arts, health and wellness, and critical American values.

Cameron Wickham (Proposed Director of the Resulting Issuer)

Cameron Wickham currently serves as Chief Executive Officer and a director of the Company. Mr. Wickham has over nine years of experience in public company management and has been involved in a number of going public transactions in Canada and the United States in the cannabis, consumer finance and other regulated sectors. Mr. Wickham specializes in navigating early-stage financing structures, M&A and ongoing management of public companies having significant experience in managing corporate finance, audit and legal teams. Mr. Wickham began his career in investment banking after obtaining his Bachelor of Commerce from Queen’s University. Mr. Wickham currently serves as Chief Executive Officer and Executive Vice Chair of Spyder Cannabis Inc., an established cannabis and vape retailer (TSX-V: SPDR), and as Chief Financial Officer of Baymount Incorporated, a non-operating listed issuer.

John Barkeley (Proposed Chief Financial Officer of the Resulting Issuer)

John Barkeley is a dynamic finance professional with ten years of experience supporting SaaS and tech-enabled services businesses in various corporate finance, investment banking and advisory roles. Mr. Barkeley has served as Head of Finance at EdjSports and its affiliated entities since April 2018. Prior to joining EdjSports, Mr. Barkeley was Vice President at DH Capital, a leading technology focused merchant bank in New York City, specializing in the Internet infrastructure, communications and SaaS sectors. Throughout his tenure there, Mr. Barkeley supported the completion of more than $2.5B in various M&A, capital raising and principal investment transactions. Mr. Barkeley began his career in the Audit practice at Deloitte and is a Certified Public Accountant (Registered, Inactive). Mr. Barkeley holds a Bachelor of Science in Business (Major in Accounting, Minor in Chinese) from Miami University in Oxford, OH.

Frank Frigo (Proposed Chief Innovation Officer of the Resulting Issuer)

Frank Frigo has a passion for games and markets. Mr. Frigo is a former winner of the Backgammon World Championship in Monte Carlo and has held the number one international ranking for both on-line and live match play. Before co-founding EdjSports, Mr. Frigo had an active career in the commodity markets with an emphasis on structuring wholesale energy transactions. Mr. Frigo has more than 20 years of experience in the power and natural gas industries. Mr. Frigo has consulted with several NFL and NCAA Division 1 football programs and his work in sports analytics has been prominently featured in Esquire, Fox Sports, ESPN, The New York Times and Showtime’s “Inside the NFL”

Summary of Financial Information of Champion and EdjSports

The following selected financial summary has been prepared from financial statements and information received by the Company from Champion and has not been audited or reviewed:

Champion Gaming Inc.

From the Period From
February 2, 2021 to August 15, 2021

$ (CDN)

 

 

 

 

Current assets

1,830,757

Non-current assets

Total assets

1,830,757

 

 

 

 

Current liabilities

1,603,784

Non-current liabilities

Total liabilities

1,603,784

Total shareholders’ equity

226,973

Total liabilities and shareholders’ equity

1,830,757

 

 

 

 

Revenue

Expenses

(56,513)

Other income

26,136

Net loss and comprehensive loss

(30,377)

 

The following selected financial summary has been prepared from financial statements and information received by the Company from EdjSports and has not been audited or reviewed:

EdjSports, LLC

6 Months Ended
June 30,
2021

Year Ended December 31,
2020

Year Ended
December 31,
2019

$ (USD)

$ (USD)

$ (USD)

 

 

 

 

 

 

 

Current assets

684,072

78,890

942,781

Non-current assets

130,029

65,265

13,906

Total assets

814,101

144,155

956,687

 

 

 

 

 

 

 

Current liabilities

2,174,923

552,954

386,789

Non-current liabilities

55,556

Total liabilities

2,174,923

552,954

442,345

Total member’s (deficiency) equity

(1,360,822)

(408,799)

514,342

Total liabilities and member’s equity

814,101

144,155

956,687

 

 

 

 

 

 

 

Revenue

789,035

1,430,177

1,965,734

Expenses

(2,074,728)

(6,035,668)

(3,606,749)

Other income

333,670

245,500

Net loss and comprehensive loss

(952,023)

(4,359,991)

(1,641,015)

 

Sponsorship

Sponsorship for a reverse takeover is required by the TSX-V unless an exemption or waiver from sponsorship is available. The Company intends to engage a sponsor in connection with the Transaction and will provide update in a subsequent press release when more information becomes available.

About Champion Gaming Inc.

Champion Gaming Inc., led by Ken Hershman (former President of HBO Sports), is building a premier technology and data intelligence business for the sports wagering industry. Champion is combining its business with EdjSports, LLC, a company that empowers smarter decision-making with proven predictive and prescriptive analytical models and win probability applications in the sports industry for teams, media, fans, and bettors. EdjSports helps decision makers enhance their ability to gain the competitive edge that ultimately impacts the bottom line – winning. EdjSports properties include EdjSports.com, Football Outsiders, and EdjVarsity. EdjSports also has an exclusive strategic partnership with Massey Ratings.

About Prime City One Capital Corp.

Prime City One Capital Corp. was incorporated under the Business Corporations Act (Ontario) on September 2, 2004. The Company is currently listed on the NEX board of the TSX-V under the symbol “PMO.H”.

Forward-looking Statements

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the ability of the Company to complete the Transaction on the terms and conditions contained in this news release and Champion’s proposed business objectives. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct, or that the Transaction will be completed as proposed or at all. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise. As of the date of this release, the Company has not entered into a definitive agreement with Champion with respect to the Transaction and there can be no assurances that such an agreement will be executed or that the Transaction will be completed.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and receipt of shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The TSX- V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

For further information, please contact:

Prime City Capital Corp.
Cameron Wickham
Chief Executive Officer
T: (905) 330-1602
E: wickham.cameron@gmail.com

Champion Gaming Inc.
Ken Hershman
Chief Executive Officer
T: (917) 768-5010
E: ken@championgaming.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/94531



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