LEAF Mobile Inc. (TSXV: LEAF) ("
LEAF" or the
"
Company") is pleased to announce that it has
filed in each of the provinces of Canada (excepting Quebec), and
received a receipt for, a final short form prospectus (the
“
Prospectus”) with respect to its public offering
(the “
Offering”) of subscription receipts (the
“
Subscription Receipts”) in connection with its
acquisition of East Side Games Inc. (“
East Side
Games”).
The Offering will consist of 88,888,888
Subscription Receipts at a price of $0.225 per Subscription
Receipt, for gross proceeds of $20 million, offered through a
syndicate of agents including Eight Capital and Haywood Securities
Inc. as co-lead agents (collectively the “Co-Lead
Agents”), Paradigm Capital Inc. and Scotia Capital Inc. on
a best-efforts basis. Each Subscription Receipt will entitle the
holder thereof to receive, upon satisfaction of certain release and
issuance conditions as set out in the Prospectus (including the
satisfaction or waiver of all conditions precedent to the
Acquisition (as defined below), other than the payment of the
purchase price), one LEAF Share.
The Agents have been granted an over-allotment
option (the "Over-Allotment Option"), exercisable
at any time, in whole or in part, to purchase up to an additional
15% of the total Subscription Receipts sold under the Offering, for
a 30 day period commencing upon the closing of the Offering, for a
maximum of 13,333,333 Subscription Receipts, at $0.225 per
Subscription Receipt, for additional gross proceeds of $3.0
million. If the Over-Allotment Option is exercised after the
conversion of the Subscription Receipts into LEAF Shares, LEAF will
issue LEAF Shares in lieu of additional Subscription Receipts.
LEAF intends to use the net proceeds of the
Offering primarily to fund the cash consideration payable under the
previously announced acquisition by the Company of EastSide Games
(the “Acquisition”) and as detailed in the
Prospectus. Completion of the Acquisition is conditional upon
completion of the Offering.
Upon closing of the Acquisition, LEAF will be
one Canada’s largest mobile gaming companies, with a combined
portfolio of 10 games and $80 million of annualized revenue, based
on the first three quarters of 2020.
The Offering and the Acquisition are anticipated
to close on or about February 4, 2021 and February 5, 2021,
respectively. Each of the Offering and the Acquisition is subject
to certain conditions including, but not limited to, the receipt of
all necessary prior approvals.
The Prospectus contains important information
relating to the Subscription Receipts, the Offering and the
Acquisition, and has been filed in each province of Canada, other
than Quebec, and may be subject to amendment. A copy of the
Prospectus can be obtained under the Company’s profile on SEDAR at
www.sedar.com.
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.
About East Side Games
Ease Side Games is a private British Columbia
company based in Vancouver, British Columbia. It is a leading
publisher and developer of mobile games. Founded in 2011 by game
industry veterans, it has created chart topping hits for top
Hollywood brands as well as Canadian superstars, The Trailer Park
Boys. In 2020, East Side Games was recognized with numerous awards
such as a “top 50 game maker in the world” award, as one of
Canada’s top small and medium employers, as well as one of Canada’s
fastest growing companies.
About LEAF
LEAF Mobile Inc. (TSX.V: LEAF) is a leading
creator of counterculture mobile games. Headquartered in Vancouver,
with a premier development studio, LDRLY, based in Nanaimo, British
Columbia, the Company is highly skilled in intellectual property,
mobile game development, marketing and publishing. LEAF’s culture
is anchored in creativity, data insights and execution, delivering
highly engaging games that produce enduring player enjoyment. With
over a decade of experience in game development and marketing, LEAF
has consistently delivered high-grossing original and licensed IP
titles that include Cheech & Chong Bud Farm, Bud Farm Idle
Tycoon, Bud Farm Grass Roots and Bud Farm 420. Our game titles are
available worldwide on the App Store and Google Play. LEAF
leverages successes in platform, IP, marketing, development and
data analysis to maximize value for our global network of
constituents, from players to talent to shareholders and
beyond.
For more information and to keep current on
LEAF, visit www.leafmobile.io and join our online communities at
Linkedin, Twitter, Facebook, and Instagram.
ON BEHALF OF THE BOARD
Darcy TaylorCEO
Contact UsMedia Inquiries: media@leafmobile.io,
(604) 288-4417
Investor Relations: leaf@kincommunications.com
(604) 684-6370
Suite 909 - 510 Burrard Street, Vancouver, BC,
V6C 3A8
Forward-looking statements:
Certain statements in this release are
forward-looking statements, which reflect the expectations of
management regarding the Offering and the Acquisition.
Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs,
plans, expectations or intentions regarding the future. Such
statements are subject to risks and uncertainties that may cause
actual results, performance or developments to differ materially
from those contained in the statements. No assurance can be given
that any of the events anticipated by the forward-looking
statements will occur or, if they do occur, what benefits the
Company will obtain from them. In particular, the Company cautions
that the timing or completion of the Acquisition and the Offering
cannot be predicted with certainty, and there can be no assurance
at this time that all required or desirable approvals and consents
to effect the Acquisition or the Offering will be completed in the
manner noted above or at all. These forward-looking statements
reflect management's current views and are based on certain
expectations, estimates and assumptions which may prove to be
incorrect. A number of risks and uncertainties could cause our
actual results to differ materially from those expressed or implied
by the forward-looking statements, including factors beyond the
Company's control. These forward-looking statements are made as of
the date of this news release.
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.
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