ProSmart Closes $1,381,204.30 Non-Brokered Private Placement, Announces $1.75 Million Brokered Private Placement And Announces Issuance Of Shares Under Services Agreement
KELOWNA, BC - April 20, 2018
ProSmart Enterprises Inc. (TSXV:PROS) ("ProSmart" or the "Company"), a global online network, connecting sports fans, teams and brands, is pleased to announce that it has closed the non-brokered private placement (the "Non-Brokered Offering") announced on March 20, 2018 and is launching a brokered private placement (the "Brokered Offering") led by Mackie Research Capital Corporation ("Mackie").
Due to significant demand from investors associated with Mackie, ProSmart has decided to close on $1,381,204.30 of the proposed $2.1 million Non-Brokered Offering and has engaged Mackie to lead the Brokered Offering of up to $1.75 million. Both offerings (together, the "Offerings") are for units with identical terms as described below. Mackie currently anticipates closing (the "Closing") of the Brokered Offering shall take place on or about the week of April 30, 2018. Should the Brokered Offering close on the full $1.75 million, the Offerings would raise a combined total of $3,131,205, reflecting strong demand from investors.
The net proceeds from the Offerings will be used for general working capital purposes, funding of a fully integrated IR and marketing campaign and upgrading the technology platform through the software development agreement with Firestitch Inc. ("Firestitch") announced on March 8, 2018.
Says Alan Schuler, CEO and Co-founder of ProSmart, "We are thrilled to see such strong demand for the Offerings and are especially pleased with the additional support that Mackie has offered to provide the Company. Mackie is one of Canada's largest independent brokerage firms, with a full team of financial advisors and investment bankers, as well as institutional sales, trading and research professionals. This relationship will be very beneficial for us as we look to grow from a small cap company into something much larger."
Description of Units
The units (the "Units") for the Offerings are priced at $0.35 per Unit. Each Unit consists of one common share in the capital of the Company (a "Share") and one transferable common share purchase warrant (a "Warrant"), with each Warrant exercisable into one additional Share at a price of $0.45 for a period of two years from closing.
The Company has the option to force conversion through an acceleration clause (the "Acceleration Clause"). The Acceleration Clause gives the company the right beginning on the date that is four months plus one day following closing, in the event that the weighted average daily trading price of the Shares on the TSX Venture Exchange (the "TSXV") is $0.55 or more per Share for 10 consecutive trading days, in which case the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof (by disseminating a press release advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the thirtieth day after the date of such notice.
ProSmart closed the sale of 3,946,298 Units for gross proceeds of $1,381,204.30 on April 20, 2018. All securities issued in connection with the closing of the Non-Brokered Offering are subject to a statutory hold period of four months plus one day in accordance with applicable securities legislation expiring on August 21, 2018. The Warrants issued in connection with the Non-Brokered Offering expire on April 20, 2020 and the Acceleration Clause for these warrants can be exercised on or after August 21, 2018.
In connection with the closing of the Non-Brokered Offering, ProSmart paid finder's fees totaling $5,045.01 in cash and issued 14,414 non-transferable finders warrants (the "Finders Warrants"). Each Finders Warrant is exercisable into one Share at a price of $0.45 for a period of two years, expiring on April 20, 2020. The Finders Warrants are also subject to the Acceleration Clause.
The Non-Brokered Offering is subject to the final acceptance of the TSXV.
Mackie is acting as lead agent and sole bookrunner, on a best-efforts basis, for the Brokered Offering of up to 5,000,000 of Units resulting in gross proceeds of up to $1,750,000. The Company has granted Mackie an option (the "Agent's Option") exercisable at any time up to and including Closing to increase the size of the Brokered Offering by up to 15% in Units by giving written notice of the exercise of the Agent's Option, or a part thereof.
The Brokered Offering will take place by way of a private placement to qualified investors in the provinces of Alberta, British Columbia, and Ontario, and otherwise in those jurisdictions where the Brokered Offering can lawfully be made, including the U.S., under applicable private placement exemptions. The Brokered Offering is subject to the acceptance of the TSXV and all securities issued thereunder will be subject to a statutory hold period of four months plus one day under applicable securities legislation.
At Closing, the Company will pay to Mackie a cash commission of 8% of the aggregate gross proceeds arising from the Brokered Offering (the "Commission"), such Commission also being applicable on gross proceeds arising from the exercise of the Agent's Option, where any such exercise occurs. At Closing, and subject to regulatory approval (where any such approval is required), Mackie will receive options (the "Compensation Options") exercisable at any time up to two years following Closing to purchase broker units (the "Broker Units") of the Company in an amount equal to 8% of the number of Units sold in connection with the Brokered Offering, including the amount subscribed for pursuant to the exercise of the Agent's Option, where any such exercise occurs. The Compensation Options shall be exercisable at the price of $0.35 per Broker Unit. Each Broker Unit is comprised of one Share and one non-transferable broker warrant (the "Broker Warrant"). Each Broker Warrant is exercisable into an additional Share at $0.45 for two years from the Closing subject to the Acceleration Clause. The Company shall also pay to Mackie a non-refundable work fee of $35,000 and a payment for advisory services to be satisfied upon the issuance of 100,000 Shares of the Company at the transaction price of $0.35 per Share. The certificate representing such Shares will include a legend indicating that such Shares are subject to a statutory hold period of four months plus one day.
The Brokered Offering is subject to certain conditions, including, but not limited to, completion of satisfactory due diligence and receipt of all necessary regulatory approvals, including the acceptance of the TSXV.
Shares for Services
The Company announces that it has issued 84,885 Shares to Firestitch in payment of an invoice issued under the software development agreement previously announced on March 8, 2018 and approved by the TSXV on March 26, 2018. The invoice owing to Firestitch is in the amount of $54,156.75. The number of Shares to be issued is based on a deemed price of $0.638 per Share, calculated as the average price per Share on the TSXV for the five days subsequent to the end of the month in which the services were performed.
Co-Founder & Chief Executive Officer
About ProSmart Enterprises Inc.
ProSmart (TSX-V:PROS) is a global online network connecting sports fans, teams and brands and is an emerging leader in sports content marketing through online tools and mobile apps. ProSmart works with over 1,500 governing bodies in more than 100 countries and provides unprecedented access to the $1.3 trillion sports market through its proprietary marketplace engine. ProSmart is also the first-and-only company to provide educational content created exclusively by hall-of-fame and professional athletes, which has been a key driver in building the company's online network and connecting with youth, amateur and professional sports fans and players. ProSmart is a publicly traded company listed on the TSX-V.
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t: 1-250-448-7172 ext.101
The shares of ProSmart Enterprises Inc. trade publicly on the TSX Venture Exchange under the symbol TSXV:PROS.
"Neither 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 press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.