Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker”), the
digital sports media company that delivers authentic content
experiences through its portfolio of sports media and technology
brands, announced today that it has entered into a credit agreement
(the “Credit Agreement”) with Beedie Investments Ltd.
(“Beedie Capital”) for a convertible loan facility of up to
the principal amount of US$20 million (the “Convertible
Facility”).
Concurrently with entering into the Credit Agreement, Playmaker
received an initial advance of US$15 million under the Convertible
Facility (the “Initial Advance”). The remaining US$5 million
will be available for subsequent advances in minimum tranches of
US$2.5 million (each a “Subsequent Advance”) over the term
of the Convertible Facility.
“Beedie Capital has an incredible reputation for being true
value-added partners and we are excited about having them partner
with us”, said Jordan Gnat, Playmaker CEO. “This opportunity to
strengthen our balance sheet will allow us to continue to execute
on our strategy of rolling up profitable digital media assets that
cover major sports in important markets, while growing our existing
brands organically.”
“We are thrilled to be partnering with the Playmaker team with
this growth capital investment”, said David Bell, Managing
Director, Beedie Capital. “Playmaker has built a highly scalable
digital platform with one of the largest and most engaged audiences
in sports media, and we are excited to support them along their
next phase of growth.”
Terms of the Convertible Facility
At any time during the term of the Convertible Facility, Beedie
Capital may elect to convert the principal amount of the Initial
Advance into common shares of Playmaker (each a “Common
Share”) at a conversion price of $0.70 per Common Share,
subject to adjustment in accordance with the terms of the Credit
Agreement (the “Initial Conversion Price”), which represents
a 77% premium to the $0.395 trading price per Common Share on the
TSX Venture Exchange (the “TSXV”) on the close of business
on July 11, 2022.
The Convertible Facility bears interest at a fixed rate of 9%
per annum on advanced funds and carries a standby fee equal to
1.25% per annum on the unadvanced portion of the Convertible
Facility compounded monthly and payable in arrears. In addition,
Playmaker has paid Beedie Capital a commitment fee equal to 1.5% of
the total amount of the Convertible Facility. Subject to the terms
of the Credit Agreement, the Convertible Facility, including all
Subsequent Advances, will have a term of four years from the date
of the Initial Advance and may be prepaid, subject to certain
conditions including the payment of applicable prepayment fees.
Draws of Subsequent Advances are subject to the approval of Beedie
Capital for the acquisition to be financed by such Advance, as well
as applicable regulatory and stock exchange approvals.
Subject to the approval of the TSXV, the principal amount of any
Subsequent Advance will be convertible into Common Shares at a
deemed price per Common Share equal to the higher of: (i) the
market price of the Common Shares less the maximum permitted
discount under the rules and policies of the TSXV, and (ii) a 20%
premium above the 25 trading day volume-weighted average trading
price (“VWAP”) of the Common Shares, in each case measured
on the earlier of (a) close of trading on the trading day
immediately prior to the announcement of the acquisition to be the
financed with such Subsequent Advance, and (b) the funding date of
the Subsequent Advance (each a “Subsequent Conversion
Price”).
Under the terms of the Credit Agreement, Playmaker is entitled
to require Beedie Capital to convert up to 50% of the principal
amount of the Initial Advance or any Subsequent Advance in the
event that the 20 trading day VWAP of the Common Shares equals or
exceeds a 50% premium to the Initial Conversion Price or the
Subsequent Conversion Price, as applicable.
While Beedie Capital has at least US$10 million in capital
invested in Playmaker, Beedie Capital will be entitled to have an
observer on Playmaker’s board of directors (the “Board”).
Should Beedie Capital own at least 10% of the issued and
outstanding Common Shares, calculated on a non-diluted basis, it
will have the option to require Playmaker to nominate a
representative to the Board for the period it continues to hold at
least 10% of the Common Shares.
Common Shares issued on conversion of the Convertible Facility
will be subject to a statutory resale restriction in accordance
with applicable Canadian securities laws, expiring four months and
one day from the date of the applicable advance, in addition to
such other restrictions as may apply under the policies of the
TSXV.
The Convertible Facility will be secured by substantially all of
the assets of Playmaker and certain of Playmaker’s
subsidiaries.
Proceeds from the Initial Advance will be used by Playmaker for
the payment of transaction fees, costs and expenses, permitted
acquisitions, payment of existing vendor take back (“VTB”)
and earnout obligations, future VTB’s and earnout obligations,
prescribed growth capital and such other uses as agreed to by
Playmaker and Beedie Capital from time to time.
In connection with the funding of the Initial Advance, Playmaker
paid Canaccord Genuity Corp. (“Canaccord”) a cash fee equal
to 4% of the gross proceeds of the Initial Advance pursuant to the
terms of an advisory agreement dated as of May 5, 2022 between
Playmaker and Canaccord.
TSX VENTURE EXCHANGE DISCLAIMER
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.
FORWARD LOOKING STATEMENTS
This press release may contain forward-looking information
within the meaning of applicable securities legislation, which
reflects Playmaker’s current expectations regarding future events.
The words “will”, “expects”, “anticipates”, “believes”, “plans”,
“intends” and similar expressions are often intended to identify
forward-looking information, although not all forward-looking
information contains these identifying words. This forward-looking
information is based on our opinions, estimates and assumptions
that, while considered by Playmaker to be appropriate and
reasonable as of the date of this press release, are subject to
known and unknown risks, uncertainties, assumptions and other
factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to risks related to changes in general economic,
business and political conditions, the completion of the
transactions contemplated in this press release in the manner
anticipated and those factors discussed in greater detail under the
“Risk Factors” section in Playmaker’s annual information form for
the year ended December 31, 2021, which is available under our
profile on SEDAR at www.sedar.com, and should be considered
carefully by prospective investors. Playmaker undertakes no
obligation to update such forward-looking information, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable law.
ABOUT PLAYMAKER CAPITAL INC.
Playmaker Capital Inc. (TSX-V: PMKR; OTC: PMKRF) is a digital
sports media company that lives at the intersection of sports,
gambling, media and technology. Playmaker is building a premier
collection of sports media brands, curated to deliver highly
engaged audiences of sports fans to sports betting companies,
leagues, teams and advertisers.
For more information, visit: http://www.playmaker.fans/ or
contact Playmaker Chief Executive Officer Jordan Gnat via email
jgnat@playmaker.fans. |T: (416) 815-4993.
To sign up for Playmaker’s Investor Alerts, visit:
playmaker.fans/investors.
ABOUT BEEDIE CAPITAL
Beedie Capital is a multi-strategy direct investment platform
that manages the alternative investments for Beedie, one of the
largest private companies in Western Canada. It deploys capital
using a flexible, evergreen mandate, and applies a highly agnostic
approach to the duration, structure and size of its investments.
Beedie Capital combines the strategic capabilities of an
institutional investment platform with the flexibility and
entrepreneurial mindset of a privately owned business.
Beedie Capital invests in any sector, with a core focus on
Technology, Tech-enabled Services, and Metals and Mining, and seeks
to grow its invested capital alongside the enterprise value of its
investments. Visit: www.beedie.ca/capital
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version on businesswire.com: https://www.businesswire.com/news/home/20220712005533/en/
MEDIA Elias Blahacek – E: elias@playmaker.fans | T: (+1)
416-254-4345
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