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LEAF ANNOUNCES FILING OF FINAL SHORT FORM PROSPECTUS AND $20 MILLION SUBSCRIPTION RECEIPT OFFERING IN CONNECTION WITH ACQUISITION OF EAST SIDE GAMES
Vancouver, BC, Canada, January 25, 2021 – 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 East Side 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 of 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
East 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 one of the “Top 50 Mobile Game Makers 2020” by pocketgamer.biz, as one of Canada’s top small and medium employers, as well as one of Canada’s fastest growing companies.
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.
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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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