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Fanlogic Interactive Inc. Announces Closing of First Tranche of Private Placement
August 4, 2017
Fanlogic Interactive Inc. (the “Corporation”) (TSXV:FLGC) is pleased to announce that it has closed the first tranche of its non-brokered private placement offering of Units of the Corporation previously announced on August 2, 2017. The Corporation issued 2,226,963 units at a price of $0.15 per unit for gross proceeds of $334,004 (the “Offering”). Each Unit consists of one common share and one common share purchase warrant (“Warrant”). Each Warrant will entitle the holder thereof to acquire one additional common share of the Corporation at a price of $0.25 per Common Share for a period of sixth months (6) years after the issuance of the Warrant and then an additional eighteen months at $0.50 per Common Share , the (“Expiry Date”).
If, at any time after the expiry of the four (4) month hold period applicable to the Common Shares and Warrants comprising the Units, the closing price of the outstanding Common Shares on the Exchange, is greater than $0.75 for a period of 10 consecutive trading days, the Corporation may, at its option, accelerate the Expiry Date by giving notice thereof to all holders of Warrants, and, in such case, the Warrants will expire on the date which is the earlier of: (a) the 30th day after the date on which such written notice is given by the Company; and (b) the Expiry Date.
All securities issued in connection with the Offering will be subject to a hold period of four months and one day from the date of closing. The Offering proceeds are expected to be used for transaction costs, marketing of the Fanlogic brand, new sales staff, and working capital.
Chris Robbins, Chief Financial Officer of the Corporation, purchased 300,000 units under the Offering making a portion of the Offering a Related Party Transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (the “TSXV”). The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101.
Early Warning Requirements
Mr. Peter Lacey also participated in the Offering. Upon completion of this tranche he will hold 4,726,667 Common Shares and 4,666,667 warrants of the Corporation representing approximately 9.44% of the issued and outstanding voting securities of the Corporation and 17.17% on a fully diluted basis, assuming exercise of the warrants.
The participation of Mr. Lacey in the financing was completed for investment purposes, and he may acquire additional securities either on the open market, through a further financing, or by private acquisitions and may sell the securities he holds either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws.
A copy of the early warning report relating to Mr. Lacey’s participation in the financing will be available under Fanlogic’s profile on SEDAR.
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