- Offering accelerates development and marketing of leading mobile
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES/
TORONTO, April 14, 2014 /CNW/ - theScore, Inc. (TSXV: SCR) ("theScore" or the "Company") is pleased to announce that it has entered into an agreement with a
syndicate of underwriters led by Beacon Securities Limited, and
including Canaccord Genuity Corp. (the "Underwriters"), to purchase on a bought deal basis, 26,400,000 Class A Subordinated
Voting Shares (the "Class A Shares") of theScore at a price of $0.30 per Class A Share, by way of short
form prospectus to be filed in each of the Provinces of Canada, except
Québec, for gross proceeds of $7,920,000 (the "Bought Deal Offering"). Concurrent with the Bought Deal Offering, the Company intends to
complete a private placement of 23,600,000 Class A Shares at a price of
$0.30 per Class A Share, for gross proceeds of $7,080,000 (the "Private Placement", and collectively with the Bought Deal Offering, the "Offering"). The aggregate gross proceeds from the Offering will be $15 million.
In addition, theScore has granted to the Underwriters an over-allotment
option, exercisable in whole or in part up to 30 days following the
closing of the Bought Deal Offering, to purchase up to an additional
15% of Class A Shares. In the event the over-allotment option is
exercised in full and certain insiders of the Company elect to exercise
their pre-emptive rights, the aggregate gross proceeds of the Offering
will be approximately $17.25 million.
The net proceeds from the Offering will be used to support the ongoing
development of the Company's flagship mobile sports app "theScore" and
the expansion of sales and marketing efforts and for general corporate and working capital purposes.
"This financing provides theScore with additional resources to continue
building a premiere mobile-first sports experience that's already
achieved significant levels of user engagement throughout North
America," said John Levy, Chairman and CEO of theScore. "This will
support the amazing work of our talented in-house development team
while allowing us to step-up our marketing efforts to introduce even
more sports fans to theScore."
Levfam Holdings Ltd., Relay Ventures Fund II L.P. and Relay Ventures
Parallel Fund II L.P. have each indicated their intention to
participate in the Private Placement.
Closing of the Offering is scheduled on or about May 7, 2014, and is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the TSX
Venture Exchange and the securities regulatory authorities, and the
satisfaction of other customary closing conditions.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful, including the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "1933 Act"), or any securities
laws and may not be offered or sold in the United States unless
registered under the 1933 Act and any applicable securities laws of any
state of the United States or an applicable exemption from such
registration requirements is available.
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About theScore Inc.
theScore creates mobile-first sports experiences, connecting fans to
what they love through an addictive combination of real-time news,
scores, fantasy information and alerts while creating and curating
content that is mobile optimized, comprehensive, customizable and
Forward-looking (safe harbour) statement
Statements made in this news release that relate to future plans, events
or performances are forward-looking statements. Any statement
containing words such as "may", "would", "could", "will", "believes",
"plans", "anticipates", "estimates", "expects" or "intends" and other
similar statements which are not historical facts contained in this
release are forward-looking, and these statements involve risks and
uncertainties and are based on current expectations. Such statements
reflect theScore's current views with respect to future events and are
subject to certain risks, uncertainties and assumptions. Many factors
could cause the Company's actual results, performance or achievements
to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward looking
statements, including among other things, those which are discussed
under the heading "Risk Factors" in the Company's Annual Information
Form as filed with the TSX Venture Exchange and available on SEDAR at www.sedar.com and elsewhere in documents that theScore files from time to time with
securities regulatory authorities. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results could differ
materially from the expectations expressed in these forward-looking
statements. The Company does not intend, and does not assume any
obligation, to update these forward-looking statements except as
required by applicable law or regulatory requirements.
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.
SOURCE: theScore, Inc.
For further information:
Tel: 416.479.8812 ext. 2366
Chief Financial Officer
Tel: 416.479.8812 ext. 2206