TORONTO, February 12 2015 – theScore, Inc. (TSX Venture: SCR) (“theScore” or the “Company”) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Mackie Research Capital Corporation (the “Underwriters”), to purchase on a bought deal basis, 29,900,000 units (the “Units”) of theScore at a price of $0.67 per Unit (the “Issue Price”) for gross proceeds to the Company of $20,033,000 (the “Offering”).
Each Unit will consist of one (1) class A subordinated voting share (a “Class A Share”) and one-half (1/2) of one Class A Share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $1.00 at any time up to 36 months following the Closing (as defined below).
The expiry date of the Warrants may be accelerated by the Company at any time following the 12-month anniversary of the Closing (as defined below) and prior to the expiry date of the Warrants if the volume weighted average trading price of the Class A Shares is greater than $1.25 for any 20 trading days.
In addition, the Company has granted to the Underwriters an over-allotment option, exercisable in whole or in part up to 30 days following the closing of the Offering, to purchase up to an additional 15% of Units.
The Units will be offered by way of a short form prospectus to be filed in those provinces of Canada other than Quebec as the Underwriters may designate pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law.
The net proceeds from the Offering will be used to support the ongoing development of the Company’s mobile sports apps and the expansion of sales and marketing efforts and for general corporate and working capital purposes.
The Offering is scheduled to close (the “Closing”) on or about March 5, 2015, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities, and the satisfaction of other customary closing conditions.
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 jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from such registration requirements is available.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
For more information:
Tel: 416.479.8812 ext. 2366
Email: [email protected]
Chief Financial Officer
Tel: 416.479.8812 ext. 2206
Email: [email protected]
About theScore Inc.
theScore, Inc. is an independent creator of mobile-first sports experiences, connecting fans to what they love through an addictive combination of comprehensive and personalized real-time news, scores, stats, alerts and daily fantasy sports contests via its mobile sports platforms ‘theScore,’ ‘theScore eSports,’ ‘ScoreMobileFC’ and ‘Swoopt.’
Forward-looking (safe harbour) statement
Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as “may”, “would”, “could”, “will”, “believes”, “plans”, “anticipates”, “estimates”, “expects” or “intends” and other similar statements which are not historical facts contained in this release are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Such statements reflect theScore’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements, including among other things, those which are discussed under the heading “Risk Factors” in the Company’s Annual Information Form and Q1 F2015 MD&A as filed with the TSX Venture Exchange and available on SEDAR at www.sedar.com and elsewhere in documents that theScore files from time to time with securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results could differ materially from the expectations expressed in these forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as required by applicable law or regulatory requirements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.