Credent Capital Enters into Amalgamation Agreement with Good Gamer and Increases Private Placement to $4 Million
ACCESS Newswire
7 min read
VANCOUVER, BC / ACCESSWIRE / February 1, 2021 / Credent Capital Corp. (the "Company") announces that, further to its news release dated December 24, 2020, it has entered into an amalgamation agreement dated January 28, 2021 (the "Definitive Agreement") with Good Gamer Corp. (the "Target"), a British Columbia based fantasy sports and Esports real-money gaming platform, and 1285860 B.C. Ltd. ("Credent Sub"), a wholly owned subsidiary, whereby Credent will acquire all of the issued and outstanding securities of Good Gamer (the "Proposed Transaction"). The Proposed Transaction will be a reverse takeover of the Company by the Target and its shareholders.
The Company is a Capital Pool Company ("CPC") and intends the Proposed Transaction to constitute its Qualifying Transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange").
The Transaction
The Proposed Transaction will be affected by way of a three-cornered amalgamation among the Company, Good Gamer and Credent Sub. Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of the Target (the "Target Shares") will receive one Credent Share (as they exist on a post-Consolidation basis) for each Target Share held (the "Exchange Ratio"). It is anticipated that approximately 29,914,088 new Credent Shares will be issued under the Proposed Transaction. Pursuant to the Proposed Transaction, all existing securities convertible into Target Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Credent Shares on substantially similar terms and conditions.
On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) the Company will effect a name change to such name as may be determined by Target; and (ii) the Company will consolidate the issued and outstanding common shares in the capital of the Company (the "Credent Shares") on the basis of one "new" Credent Share for every five "old" Credent Shares issued and outstanding (the "Consolidation").
There are currently an aggregate of 4,250,000 Credent Shares issued and outstanding. As a result of the Consolidation, there will be 850,000 Credent Shares issued and outstanding on a post-Consolidation basis.
Prior to closing of the Transaction, Credent will settle corporate indebtedness of $139,000 by issuing 347,500 post-Consolidation Credent Shares at a price of $0.40 per share.
In conjunction with closing of the Proposed Transaction, Credent will also pay a finder's fee to an arm's length party of 1,000,000 post-consolidation Credent Shares and 1,000,000 share purchase warrants subject to Exchange approval.
The Proposed Transaction is subject to customary conditions set forth in such agreement, and acceptance of the TSX Venture Exchange.
Financing
The Company is also pleased to announce that the Target has increased its private placement financing to up to 10,000,000 subscription receipts (a "Subscription Receipt") at $0.40 per Subscription Receipt for total proceeds of up $4,000,000.
Each Subscription Receipt, prior to the closing of the Proposed Transaction, will automatically convert into one common share of the Target and one-half of one share purchase warrant of the Target (each a "Target Warrant"), with each whole Target Warrant exercisable into one common share of Target at an exercise price of $1.00 per share for a period of two years (the "Expiry Date"), for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the Exchange for the Proposed Transaction and satisfaction or waiver of all conditions precedent to the Transaction as set out in the Definitive Agreement. The Expiry Date of the Target Warrants may be accelerated if the average closing price of the resulting issuer's common shares is equal to or greater than $1.65 per share for a period of 10 trading days.
The common shares to be issued on conversion of the Subscription Receipts will be subject to the following voluntary lockup: 33% will be free trading on the listing date, 33%will be subject to restrictions on resale for three months after the listing date; and 34% will be subject to restrictions on resale for six months after the listing date.
The proceeds from the financing will be used for the growth of the Target business and working capital purposes.
Additional business and financial information relating to Good Gamer and the proposed board of the resulting issuer is set out in the Company's comprehensive news release dated December 24, 2020.
About Credent Capital Corp.
The Company is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The Company's common shares have been transferred to the NEX board of the TSXV, and it is contemplated that at the close of the Proposed Transaction, the Resulting Issuer's shares will be transferred to the TSXV as a Tier 2 issuer. Except as specifically contemplated in the CPC policies of the Exchange, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
About Good Gamer Corp.
Good Gamer Corp. is a fantasy gaming and technology company located in Vancouver, British Columbia. GoodGamer has a subsidiary, Good Gamer India Private Limited located in Bangalore, India. With the launch of Cricket and CS:GO, the GoodGamer Fantasy app is India's First Dual Daily Fantasy Sports and Esports gaming platform. The GoodGamer Fantasy app is a skilled based platform that allows users to enter daily fantasy contests to win real prize money.
For further information please contact:
Credent Capital Corp. Mr. John A. Versfelt, Chief Executive Officer Tel. 778.999.4997
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and shareholder approval. The Proposed Transaction cannot close until all required shareholder approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
Cautionary Note Regarding Forward Looking Information
This news release contains statements about the Company's expectations regarding any proposed future Qualifying Transaction of the Company which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
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.
