Louisville, Kentucky--(Newsfile Corp. - April 20, 2022) - Champion Gaming Group Inc. (TSXV: WAGR) (formerly, Prime City One Capital Corp.) ("Champion Gaming" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of up to 3,000 convertible debentures (each a "Debenture") at a price of $1,000 per Debenture for gross proceeds of up to $3,000,000 Canadian dollars (the "Offering"). The maturity date (the "Maturity Date") of the Debentures will be twenty-four (24) months from the closing date. The holder of a Debenture will have the right, from time to time and at any time on or prior to the Maturity Date, to convert all or any portion of the outstanding principal amount (but not any accrued and unpaid interest thereon) into units (each, a "Unit") of the Company, at a conversion price of $0.30 per Unit, subject to adjustment as herein provided. Each Unit will be comprised of one (1) common share (a "Common Share") of the Company and one half of one Common Share purchase warrant (a "Warrant") of the Company. Each whole Warrant will entitle the holder to purchase one (1) Common Share at a price of $0.50 per Common Share until the date that is thirty-six (36) months from the closing date. The proceeds of the Offering will be used for general working capital purposes.
Interest on the outstanding principal amount of the Debentures will accrue from the original date of issue of the Debentures at a rate of eight percent (8%) per annum until the Maturity Date. Interest will be payable quarterly, in cash or Common Shares at the option of the Company.
Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 the securities laws of any state of the United States and may not be offered or sold within the United States (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 pursuant to an exemption from such registration requirements.
About Champion Gaming
Champion Gaming is a sports content, data and analytics company that provides predictive and prescriptive analytical models and win probability applications and statistics in the sports industry for teams, media, fans, and bettors. The sports analytical and data solutions currently offered by Champion to its customers include: a fully customized probability engine, interactive sports matchup models, spread and over/under distributions, and sports statistics and historical data statistics.
For further information, please contact:
Champion Gaming Group Inc.
Chief Executive Officer
Cautionary Statement on Forward-Looking Information
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 release.
This news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.