KELOWNA, BC – June 25, 2018 – ProSmart Enterprises Inc. (TSXV:PROS) (“ProSmart” or the “Company“), the owner of SportgoTM, a global online network connecting sports fans, teams and brands, announces that the Company has closed the first tranche (the “First Tranche“) of its previously announced (see press release dated April 20, 2018) brokered private placement to raise up to $1,750,000 (the “Brokered Offering“) led by Mackie Research Capital Corporation (the “Agent“). The Company expects to close the second and final tranche of the Brokered Offering in the coming weeks.
In connection with the First Tranche, ProSmart issued 3,020,457 units (the “Units“) at a price of $0.35 per Unit for gross proceeds of $1,057,159.95.
Each Unit consists of one common share (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 until June 25, 2020.
The Company has the option to force conversion of the Warrants through an acceleration clause (the “Acceleration Clause“). The Acceleration Clause gives the company the right beginning October 26, 2018, in the event that the closing 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.
In connection with the First Tranche, the Agent received a cash commission equal to 8.0% of the gross proceeds received by the Company from the sale of Units by the Agent (and its selling group), being $84,572.80. Additionally, the Company issued an aggregate of 241,636 non-transferable broker warrants to the Agent (and its selling group) (the “Compensation Options“), representing 8.0% of the Units sold by the Agent (and its selling group), with each Compensation Option entitling the holder thereof to purchase one broker unit (the “Broker Units“) at an exercise price of $0.35 per Broker Unit until June 25, 2020. 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 until June 25, 2020, subject to the Acceleration Clause. In addition, the Company paid the Agent a work fee of $30,000, a payment for advisory services which was satisfied upon the issuance of 100,000 Shares of the Company at the transaction price of $0.35 per Share and paid the Agent’s reasonable expenses in connection with the First Tranche. The net proceeds from the First Tranche will be used for general working capital purposes.
The certificates representing all securities issued in connection with the First Tranche will include a legend indicating that such securities are subject to a statutory hold period of four months plus one day which expires October 26, 2018, pursuant to applicable securities laws.
Co-Founder & Chief Executive Officer
About ProSmart Enterprises Inc.
ProSmart Enterprises Inc. (TSX-V:PROS) is the parent company of SportgoTM, 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. SportgoTM 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. SportgoTM is also the first-and-only online network to provide educational content created exclusively by hall-of-fame and professional athletes, which has been a key driver in user growth.
For more information on ProSmart and SportgoTM, please visit the following links:
ProSmart Enterprises Inc. — http://prosmartinc.com
SportgoTM — https://www.sportgo.com/
For further information please contact:
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.
Forward-looking Statements: Certain statements in this press release are “forward-looking statements” which reflect the Company’s current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “estimates”, “predicts” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including without limitation, those risks and uncertainties discussed elsewhere on the website at www.prosmartinc.com and in the Company’s filings on SEDAR. Investors should not place undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date hereof and is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.