- Offering accelerates development and marketing of leading mobile sports app
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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 seamlessly shareable.
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