TORONTO, November 6, 2018 – theScore, Inc. (TSX Venture: SCR) (“theScore” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement (the “Offering”) of 36,956,522 Class A Subordinate Voting Shares of the Company (“Class A Shares”) at a price of $0.23 per Class A Share for gross proceeds of $8,500,000.
The net proceeds from the Offering will be used by theScore to fund its sports betting related business development activities and for working capital and general corporate purposes.
John Levy Family Holdings Ltd., Relay Ventures Fund II L.P. and Relay Ventures Parallel Fund II L.P., entities controlled by directors of the Company, subscribed for an aggregate of 26,086,959 Class A Shares in the Offering. A material change report was not filed more than 21 days prior to closing of the Offering as contemplated by the related party transaction requirements under Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions as the insider participation was only recently confirmed.
The Offering remains subject to the final acceptance of the TSX Venture Exchange.
The Class A Shares issued under the Offering are subject to a statutory hold period expiring on March 7, 2019. Additional resale restrictions and legends may apply in the United States and other jurisdictions.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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About theScore Inc.
theScore’s mission is to create highly-engaging digital products and content that empower the sports fan’s experience. Its flagship mobile app ‘theScore’ is one of the most popular multi-sport news and data apps in North America, serving millions of fans a month. The Company also creates innovative digital sports experiences through its web, social and esports platforms.
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 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.