Posted by AGORACOM-JC
at 10:16 AM on Friday, May 31st, 2019
Announced that the CEO, Mr. Photis Peter Pascali, had increased his beneficial ownership in the Company to 52.82% from 50.37%, an increase of approximately 2.5%.
MONTREAL, May 31, 2019 — PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX-V: PYR) (OTCQB: PYRNF) (FRA: 8PY), a high-tech company, (the “Company”, the “Corporation†or “PyroGenesis”) a Company that designs, develops, manufactures and commercializes plasma atomized metal powder, plasma waste-to-energy systems and plasma torch products, wishes to clarify today, due to numerous inquiries, the transaction that took place yesterday wherein it was announced that the CEO, Mr. Photis Peter Pascali, had increased his beneficial ownership in the Company to 52.82% from 50.37%, an increase of approximately 2.5%.
As this transaction involved the CEO, a significant investor in the
Company, the Company was obliged to issue an early warning report which
regretfully has caused confusion.
In the transaction, Mr. Pascali acquired 3,385,715 Common Shares, plus Warrants for C$1,862,143.25.
The Company would like to clarify the fact that this was not a
private placement, no money was received by the Company and no new
shares or warrants were issued by the Company.
It was announced that Mr. Pascali acquired the Common Shares and
Warrants for investment purposes and may, from time to time, acquire or
dispose of ownership or control or direction over some or all of the
existing securities or over additional securities of PyroGenesis.
PyroGenesis Canada Inc., a high-tech company, is the world leader in the design, development, manufacture and commercialization of advanced plasma processes and products. We provide engineering and manufacturing expertise, cutting-edge contract research, as well as turnkey process equipment packages to the defense, metallurgical, mining, advanced materials (including 3D printing), oil & gas, and environmental industries. With a team of experienced engineers, scientists and technicians working out of our Montreal office and our 3,800 m2 manufacturing facility, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. Our core competencies allow PyroGenesis to lead the way in providing innovative plasma torches, plasma waste processes, high-temperature metallurgical processes, and engineering services to the global marketplace. Our operations are ISO 9001:2015 and AS9100D certified, and have been since 1997. PyroGenesis is a publicly-traded Canadian Corporation on the TSX Venture Exchange (Ticker Symbol: PYR) and on the OTCQB Marketplace. For more information, please visit www.pyrogenesis.com.
This press release contains certain forward-looking statements,
including, without limitation, statements containing the words “may”,
“plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”,
“expect”, “in the process” and other similar expressions which
constitute “forward- looking information” within the meaning of
applicable securities laws. Forward-looking statements reflect the
Corporation’s current expectation and assumptions and are subject to a
number of risks and uncertainties that could cause actual results to
differ materially from those anticipated. These forward-looking
statements involve risks and uncertainties including, but not limited
to, our expectations regarding the acceptance of our products by the
market, our strategy to develop new products and enhance the
capabilities of existing products, our strategy with respect to research
and development, the impact of competitive products and pricing, new
product development, and uncertainties related to the regulatory
approval process. Such statements reflect the current views of the
Corporation with respect to future events and are subject to certain
risks and uncertainties and other risks detailed from time-to-time in
the Corporation’s ongoing filings with the securities regulatory
authorities, which filings can be found at www.sedar.com, or at www.otcmarkets.com. Actual
results, events, and performance may differ materially. Readers are
cautioned not to place undue reliance on these forward-looking
statements. The Corporation undertakes no obligation to publicly update
or revise any forward- looking statements either as a result of new
information, future events or otherwise, except as required by
applicable securities laws.
Neither the TSX Venture Exchange, its Regulation Services
Provider (as that term is defined in the policies of the TSX Venture
Exchange) nor the OTCQB accepts responsibility for the adequacy or
accuracy of this press release.
Posted by AGORACOM-JC
at 10:03 AM on Friday, May 31st, 2019
Combination to create leading publicly traded esports and
gaming organization with $22 million in pro forma revenue and $36
million in cash on closing of the merger, with combined global audience
reach of approximately 200 million
Merged assets and reach to include seven esports teams
(including management of the Vancouver Titans Overwatch League
franchise), 40 esports influencers, 80+ gaming media websites, 900+
YouTube and Twitch channels
Enthusiast Gaming’s extensive media network and gamer data,
combined with Luminosity’s championship calibre teams and brand equity,
expected to drive further audience growth
Strategically positioned to leverage Luminosity’s robust
esports brand and its audience through Enthusiast Gaming’s monetization
and ad tech platform
TORONTO, May 31, 2019 (GLOBE NEWSWIRE) — Enthusiast Gaming Holdings Inc. (TSXV: EGLX) (“Enthusiast Gaming†or the “Companyâ€) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreementâ€) dated May 30, 2019 with J55 Capital Corp. (TSXV: FIVE) (“J55â€) and Aquilini GameCo Inc. (“GameCoâ€), a private Canadian company to form the leading publicly traded esports and gaming media organization in North America.
Menashe Kestenbaum, CEO of Enthusiast Gaming commented, “Our
vision has always been to build the largest, vertically integrated
esports and gaming company in the world. The merger with Aquilini GameCo
and Luminosity was a strategic decision that positions us as a dominant
player in the gaming industry and unlocks access to Luminosity’s 50
million dedicated esports fans and one of the largest esports
franchises. Through our successful monetization strategy, we will gain
extremely valuable knowledge and information on the demographic that
will revolutionize the advertising opportunities we can offer to brands
and sponsors.â€
The Transaction
Under a court approved arrangement (the “Arrangementâ€), J55 will acquire all of the outstanding common shares of Enthusiast Gaming (the “Enthusiast Common Sharesâ€) in exchange for common shares of J55 (the “J55Common Sharesâ€) on the basis of 4.22 (post consolidation) J55 Common Shares for each one Enthusiast Gaming Common Share (the “Exchange Ratioâ€).
The Arrangement constitutes a merger of Enthusiast Gaming and J55 on a
fully diluted basis, after giving effect to the transactions described
below.
Immediately prior to the completion of the Arrangement, J55 will complete the acquisition of GameCo (the “GameCoTransactionâ€). The GameCo Transaction will be completed pursuant to the terms and conditions of an amalgamation agreement (the “Amalgamation Agreementâ€)
between J55 and GameCo, pursuant to which immediately prior to the
completion of the Arrangement, J55 will acquire all of the outstanding
securities of GameCo which shall constitute J55’s Qualifying Transaction
(as defined in the policies of the TSXV). On closing of the Qualifying
Transaction, all of the issued and outstanding securities of GameCo will
be exchanged for corresponding securities of J55 as follows:
each of the common shares of GameCo (the “GameCo Sharesâ€)
will be cancelled and, in consideration therefor, each GameCo
shareholder will receive one (post consolidation) J55 Share at a deemed
price of $0.30 per J55 Share for each one GameCo Share held;
each of the warrants to purchase GameCo Shares (the “GameCo Warrantsâ€)
will be exchanged for warrants to purchase the corresponding number of
(post consolidation) J55 Shares on the same terms as those contained in
the GameCo Warrants, and each such GameCo Warrant shall be cancelled;
and
each of the options to purchase GameCo Shares (the “GameCo Optionsâ€)
will be exchanged for options to purchase the corresponding number of
(post consolidation) J55 Shares on the same terms as those contained in
the GameCo Options, and each such GameCo Option shall be cancelled.
In connection with closing of the GameCo Transaction, J55 intends to
consolidate its outstanding J55 Common Shares on the basis of 1.25
pre-consolidation shares for every one post-consolidation share prior to
the completion of the GameCo Transaction.
The aggregate of approximately 324,357,495 (post consolidation) J55
Shares is expected to be issued at a deemed price of $0.30 per share
pursuant to the GameCo Transaction. Further, J55 has agreed that, to
satisfy an obligation of GameCo under an existing media services
agreement and as such J55 will issue that number of J55 Shares as is
equal to $59,063 at a price per J55 Share to be determined at a later
date in accordance with said agreement. J55 intends to rely on Section
2.11 of National Instrument 45-106 – Prospectus Exemptions for
an exemption from the prospectus requirements under applicable
securities laws in connection with the issuance of the aforementioned
securities.
The GameCo Transaction will be a Non-Arm’s Length Qualifying
Transaction under the policies of the TSXV and a related party
transaction for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101â€)
because J55 and GameCo have certain directors, officers and significant
shareholders in common. As such, J55 is required to hold a
shareholders’ meeting (the “J55 Meetingâ€) to obtain
approval of the GameCo Transaction by the disinterested shareholders of
J55. As of the date of this news release, the date for the J55 Meeting
has not been established and the disinterested shareholder approval has
not been obtained.
The directors, officers and significant shareholders which J55 and
GameCo have in common are as follows: Francesco Aquilini is a director
and significant shareholder of J55 and a director (and chairman of the
board) and significant shareholder of GameCo; Adrian Montgomery is a
director, officer and significant shareholder of both J55 and GameCo;
and Roberto Aquilini is a significant shareholder of both J55 and
GameCo. The interested directors, namely Francesco Aquilini and Adrian
Montgomery, have abstained from voting on approval of the GameCo
Transaction by the board of directors of J55, and the interested
shareholders, namely Francesco Aquilini, Adrian Montgomery and Roberto
Aquilini, will be excluded from voting on approval of the GameCo
Transaction at the J55 Meeting. These interested shareholders
collectively own approximately 63% of the issued and outstanding J55
Shares as follows: Francesco Aquilini – 4,001,000 shares (21.1%); Adrian
Montgomery – 3,999,500 shares (21.1%); Roberto Aquilini – 3,999,500
shares (21.1%). The interested directors have also abstained from voting
on approval of the GameCo Transaction by the board of directors of J55.
Pursuant to the Amalgamation Agreement, J55 and each of Francesco
Aquilini, Adrian Montgomery, John Veltheer, Alexander Helmel, and
Roberto Aquilini (the “Supportersâ€), have entered into support and voting agreements (the “Support Agreementsâ€).
The J55 Shares held by the Supporters collectively represent
approximately 79% of the issued and outstanding J55 Shares. The Support
Agreements provide that, among other things, the Supporters, in their
capacity as J55 Shareholders, (i) will irrevocably support the GameCo
Transaction, and, to the extent permitted by applicable laws, vote all
of their J55 Shares in favour of the proposed J55 Shareholders’
resolution seeking approval of the GameCo Transaction (the “J55 QT Resolutionâ€)
and against any resolution submitted by any J55 Shareholder that is
inconsistent with the J55 QT Resolution and (ii) will not sell, assign,
transfer or otherwise convey any of the J55 Shares held by the
Supporters other than pursuant to the GameCo Transaction.
Immediately prior to the closing of the GameCo Transaction, GameCo will complete its acquisition (the “Luminosity Acquisitionâ€) of Luminosity Gaming Inc. (“Luminosity Canadaâ€) and Luminosity Gaming (USA), LLC (“Luminosity USAâ€, which together with Luminosity Canada is herein referred to as “Luminosity Gaming†and together with J55 and GameCo, “Luminosityâ€).
The Arrangement, the GameCo Transaction and the Luminosity Acquisition
are collectively referred to in this press release as the “Transactionsâ€.
Luminosity Gaming is a globally recognized esports organization
operating in North America and based in Toronto, Canada. Luminosity
Gaming provides management and support services to players involved in
professional gaming and is also the manager of the Vancouver Titans
franchise in the Overwatch League. Upon closing of the GameCo
Transaction, Luminosity Gaming intends to enter into a long-term
management services agreement with the Vancouver Titans to continue
management of the team, as well as a long term services support
agreement with Vancouver Arena Limited Partnership (“VALPâ€)
pursuant to which VALP will provide Luminosity Gaming with a broad
range of marketing and business support services (as further described
below).
Steve Maida, Founder and President of Luminosity Gaming commented, “We
are incredibly excited about the merger with Enthusiast Gaming.
Pairing our collective following of over 50 million with their 150
million monthly visitors presents significant growth opportunities with
respect to content, partnerships, advertising, events and more.â€
The combined company that will result from the completion of the
Transactions will be renamed “Enthusiast Gaming Holdings Inc.â€. Subject
to TSXV approval, the common shares of the combined company will trade
on the TSXV, under the symbol “EGLXâ€.
The Arrangement is subject to receipt of various approvals including
the approval of the Ontario Superior Court of Justice (Commercial List),
the approval of the TSXV and Enthusiast Gaming and J55 shareholder
approval, as well as the closing of the other Transactions and the
satisfaction of certain other customary closing conditions. Closing of
the Arrangement is expected to occur by the third quarter of 2019.
Transaction Highlights
The Arrangement is expected to provide significant strategic and financial benefits to Enthusiast Gaming including:
Creates Leading, Diversified Gaming and Esports Organization: Management
believes that the pro forma combined company will boast one of the
largest media reach amongst gaming and esports organizations at
approximately 200 million, across seven esports teams (including
management of the Vancouver Titans Overwatch League franchise), 40
esports influencers, 80+ gaming media websites, 900+ YouTube and Twitch
channels. The combined business generated pro forma revenue of $22
million and estimated $36 million in cash on closing of the merger.
Strategically Positioned to Leverage Luminosity’s Robust esports brand: Through
its monetization and ad tech platform, Enthusiast Gaming will utilize
Luminosity and its significant reach in growing communities of
like-minded fans, to produce engaging advertising experiences. Further,
GameCo’s relationship with the NHL’s Vancouver Canucks and Rogers Arena,
located in Vancouver Canada, will provide Enthusiast Gaming with access
to new sponsors looking to reach the gaming and esports markets.
Expected Margin Improvement: A combination of the net
funds from the Private Placement (as discussed below) and cash-on-hand
may be used to repay all or part of the Sims Resource Deferred Payment.
The Sims Resource Deferred Payment is approximately US$14.0 million and
when fully repaid will add approximately US$2.5 million of EBITDA to
the combined company, by reducing an expense allocation.
Enhanced Capital Market Profile: The closing of the
Transactions will create a leading publicly listed esports and gaming
organization, as measured by revenue and market capitalization.
Arrangement Summary
The Arrangement will be effected by way of a statutory plan of arrangement pursuant to the Business Corporations Act
(Ontario) and will require the approval of (i) 66â…”% of the Enthusiast
Gaming Common Shares cast at the annual and special meeting of
Enthusiast Gaming shareholders (the “Enthusiast Meetingâ€),
(ii) if required, a majority of the votes cast at the Enthusiast
Meeting by Enthusiast Gaming shareholders excluding votes attached to
Enthusiast Gaming Common Shares held by persons described in items (a)
through (d) of section 8.1(2) of MI 61-101, and (iii) 50% +1 of the J55
Common Shares cast at the J55 Meeting. The directors and officers of
Enthusiast Gaming who, in the aggregate, hold 13% of the outstanding
Enthusiast Gaming Common Shares, have entered into voting and support
agreements pursuant to which they have agreed to vote their Enthusiast
Gaming Common Shares in favor of the proposed Arrangement. The
directors, officers and significant shareholders of J55 who, in the
aggregate, hold approximately 79% of the outstanding J55 Common Shares,
have entered into voting and support agreements pursuant to which they
have agreed to vote their J55 Common Shares in favor of the proposed
Arrangement at the J55 Meeting.
A management information circular setting out the terms of the
Arrangement, as well as further information regarding the Arrangement
and the combined company, will be circulated to all Enthusiast Gaming
shareholders in connection with the Enthusiast Meeting as soon as
possible. A management information circular setting out the terms of
the GameCo Transaction and the Arrangement, as well as further
information regarding the Transactions and the combined company, will be
circulated to all J55 shareholders in connection with the J55 Meeting
as soon as possible. Further details regarding the dates and locations
of the Enthusiast Meeting and the J55 Meeting will be provided once
determined.
The board of directors of Enthusiast Gaming has determined that the
proposed Arrangement is in the best interests of Enthusiast Gaming
shareholders, having taken into account advice from its financial
advisors, and has unanimously approved the Arrangement and recommended
that Enthusiast Gaming shareholders vote in favor of the Arrangement.
The board of directors of Enthusiast received a fairness opinion from
Haywood Securities Inc. to the effect that the consideration to be paid
to the Enthusiast Gaming shareholders pursuant to the Arrangement is
fair, from a financial point of view, to the Enthusiast Gaming
shareholders.
In addition to shareholder approvals, the Arrangement will be subject
to the completion of the GameCo Transaction and the Luminosity
Acquisition and the satisfaction of other customary conditions. The
Arrangement Agreement includes customary provisions, including covenants
from Enthusiast Gaming to J55 not to solicit other acquisition
proposals and the right for J55 to match any superior proposals. A
customary termination fee may be payable by Enthusiast Gaming to J55 in
certain circumstances.
Under the terms of the Transaction, Enthusiast Gaming shareholders
will exchange each of their Enthusiast Gaming Common Shares for 4.22
(post consolidation) J55 Common Shares. Following the completion of the
Arrangement, J55 will change its name to “Enthusiast Gaming Holdings
Inc.†and will maintain its listing on the TSXV while the Enthusiast
Gaming Common Shares will be delisted from the TSXV. Holders of
Enthusiast Gaming options, warrants and convertible debentures will
continue to be entitled to exercise such convertible securities pursuant
to the terms and conditions of their original certificates. Upon
exercise of any such convertible securities, holders will be entitled to
receive that number of J55 Common Shares they would have received had
they exercised such securities immediately prior to the completion of
the Arrangement.
Additional Information Regarding GameCo and Luminosity Gaming
On February 14, 2019, GameCo entered into a share purchase agreement (the “Luminosity SPAâ€)
pursuant to which GameCo agreed to acquire Luminosity Gaming from its
sole shareholder, Steve Maida, for consideration, including the payment
of $1.5 million by GameCo to Mr. Maida and the issuance of 60 million
GameCo common shares (at a deemed issued price of $0.30 per share) and
the issuance of a $2.0 million unsecured promissory note, which is
repayable immediately upon completion of the GameCo Transaction. As
noted above, the Luminosity Acquisition is expected to close immediately
prior to the completion of the GameCo Transaction and the Arrangement.
Luminosity Gaming is currently the manager of the Vancouver Titans,
which was founded in 2018 and recently commenced its first season of
competition in the Overwatch League, an esports competition with 20
teams across six countries and three continents, all centered on the
popular first-person shooter game Overwatch. Upon closing of
the GameCo Transaction, Luminosity Gaming intends to enter into a
long-term management services agreement with the Vancouver Titans to
continue management of the team, as well as a long term services support
agreement with VALP pursuant to which VALP will provide Luminosity
Gaming with a broad range of marketing and business support services,
including corporate partnership and selling support, retail support,
brand association and marketing support (to be provided by Canucks
Sports and Entertainment), esports planning and execution, digital and
social media support and back office support.
The following table provides select financial information for GameCo and Luminosity:
GameCo Aug 29, 2018* – Dec 31, 2018 (Audited)
Luminosity Year Ended Dec 31, 2018 (Unaudited)
Total revenue
$
–
$
3,879,608
Total assets
$
5,865,179
$
869,764
Total liabilities
$
421,538
$
381,009
Net income (loss)
$
(384,105
)
$
425,964
*The date of incorporation of GameCo.
Management Team and Board of Directors
The senior management team and the board of directors of the combined
company will draw from the extensive experience and expertise of both
companies. The senior management will consist of:
Chief Executive Officer: Adrian Montgomery President: Menashe Kestenbaum President of Esports: Steve Maida President of EGLive: Corey Mandell Chief Operating Officer and SVP Finance: Eric Bernofsky Chief Financial Officer: Alex Macdonald Chief Information Officer: Meir Bulua
The board of directors of the combined company will initially consist
of seven directors, including three nominees of Enthusiast including
Menashe Kestenbaum and Alan Friedman and one to be named and three
nominees of J55 including Francesco Aquilini, Adrian Montgomery and
Steve Maida, and one independent nominee to be agreed upon by both
Enthusiast and J55. Francesco Aquilini will serve as the Chair of the
board.
Private Placement, Loan and Subscription Receipt Offering
Concurrent with the announcement of the Arrangement, GameCo has entered into a bought deal private placement agreement (the “Private Placementâ€) with a syndicate of underwriters (the “Underwritersâ€) led by Canaccord Genuity Corp. (“Canaccordâ€),
whereby the Underwriters have agreed to purchase for resale to
substituted purchasers $10.0 million of convertible debentures at par
(the “Debenturesâ€) of GameCo, which will effectively
convert into J55 Common Shares at a (post consolidation) conversion
price of $0.45 per J55 Common Share, for aggregate gross proceeds of
$10.0 million (the “Private Placementâ€). The Debentures
will have a maturity date of June 30, 2020 and will automatically
convert into common shares of GameCo upon closing of the Arrangement. If
the Debentures have not automatically converted to GameCo common shares
by the maturity date, then the principal will be repayable on the
maturity date as well as interest on the basis of 8.0% per annum. The
net proceeds from the Private Placement will be used by GameCo to extend
a $10.0 million bridge loan (the “Bridge Loanâ€) to
Enthusiast Gaming which Enthusiast Gaming may use to repay all or part
of certain amounts owed in connection with the acquisition of 100% of
the assets of The Sims Resource (the “Sims Resource Deferred Paymentâ€)
and/or to fund working capital and/or other general corporate purposes.
All principal and unpaid interest under the Bridge Loan will be due and
payable by Enthusiast Gaming to GameCo on the earlier of (a) June 20,
2020, and (b) the closing of a change of control transaction (which
includes the closing of the Arrangement).
On March 20, 2019, GameCo completed a $25,000,200 subscription receipt offering (the “Subscription Receipt Offeringâ€) pursuant to which it issued an aggregate of 83,334,000 subscription receipts (each, a “Subscription Receiptâ€)
at an issue price of $0.30 per Subscription Receipt. Canaccord served
as the sole agent for the Subscription Receipt Offering. Each
Subscription Receipt is automatically converted into one common share of
GameCo for no additional consideration upon satisfaction of certain
escrow release conditions (collectively, the “Escrow ReleaseConditionsâ€), including: (a) the execution of a definitive agreement (the “GameCo Transaction Agreementâ€)
between J55, a wholly-owned subsidiary of J55 and GameCo in connection
with the GameCo Transaction; (b) the execution of the Luminosity SPA and
the satisfaction or waiver of all the conditions precedent in the
Luminosity SPA to the satisfaction of Canaccord; (c) the receipt of all
regulatory, shareholder and third party approvals required in connection
with the GameCo Transaction and the Luminosity Acquisition; and (d)
GameCo not being in breach or default of any of its covenants or
obligations under the agency agreement and the subscription receipt
agreement entered into in connection with the Subscription Receipt
Offering. Upon the closing of the GameCo Transaction, GameCo common
shares issued on conversion of the Subscription Receipts will be
exchanged for post-consolidation J55 Common Shares in accordance with
the terms of the GameCo Transaction Agreement.
Advisors
Haywood Securities Inc. is acting as Enthusiast Gaming’s financial
advisor, and Stikeman Elliott LLP and Minden Gross LLP are acting as
Enthusiast’s legal advisors in connection with the Arrangement. Clark
Wilson LLP is acting as J55’s legal advisor in connection with the
Transactions. Canaccord Genuity Corp. is acting as GameCo’s exclusive
financial advisor, and Norton Rose Fulbright LLP is acting as GameCo’s
legal advisor in connection with the Transactions.
Capitalization of the Combined Company
Upon completion of the Transactions, it is expected that there will
be 557 million common shares of the combined company issued and
outstanding as well as options and warrants to acquire a further
aggregate of 109 million common shares. Furthermore, upon completion of
the Arrangement the then outstanding common shares of the combined
company will be held as follows:
15.2 million shares (2.7%) held by former shareholders of J55;
246.9 million shares (44.3%) held by former shareholders of GameCo (inclusive of the conversion of the Subscription Receipts);
60 million shares (10.8%) held by former shareholders of Luminosity;
213.1 million shares (38.2%) held by former shareholders of Enthusiast Gaming; and
22.2 million shares (4.0%) held by former holders of the Debentures assuming conversion at a price of $0.45.
In addition, it is expected that there will be outstanding combined
company convertible securities which will be redeemable for, or
convertible into, an aggregate of 25 million common shares of the
combined company.
About Enthusiast Gaming
Founded in 2014, Enthusiast Gaming is the largest vertically
integrated video game company and has the fastest-growing online
community of video gamers. Through the Company’s organic and acquisition
strategy, it has amassed a platform of over 150 million monthly
visitors across its network of websites and YouTube channels. Enthusiast
also owns and operates Canada’s largest gaming expo, Enthusiast Gaming
Live Expo, EGLX, (eglx.ca) with approximately 55,000 people attending in
2018. For more information on the Company, visit www.enthusiastgaming.com.
CONTACT INFORMATION: Investor Relations: Julia Becker Head of Investor Relations & Marketing [email protected] (604) 785.0850
Certain information in this news release constitutes forward-looking
statements under applicable securities laws. Any statements that are
contained in this news release that are not statements of historical
fact are forward-looking statements. Forward looking statements are
often identified by terms such as “may”, “should”, “anticipate”,
“expect”, “potential”, “believe”, “intend”, “estimate†or the negative
of these terms and similar expressions. Forward-looking statements in
this news release include, but are not limited to: statements with
respect to the completion of the Transactions and the timing for its
completion; the satisfaction of closing conditions which include,
without limitation (i) required shareholder approval, (ii) necessary
court approval in connection with the plan of arrangement, (iii) receipt
of any required approvals, (iv) certain termination rights available to
the parties under the Arrangement Agreement, (v) obtaining the
necessary approvals from the TSXV, (vi) other closing conditions,
including compliance by the parties with various covenants contained in
the Arrangement Agreement, (vii) statements with respect to the effect
of the Transaction on the parties; and (viii) statements with respect to
the anticipated benefits associated with the Transactions.
Forward-looking statements are based on certain assumptions regarding
Enthusiast, GameCo, J55 and Luminosity, including the completion of the
Transactions, anticipated benefits from the Transactions, and expected
growth, results of operations, performance, industry trends and growth
opportunities. While Enthusiast, GameCo, J55 and Luminosity consider
these assumptions to be reasonable, based on information currently
available, they may prove to be incorrect. Readers are cautioned not to
place undue reliance on forward-looking statements.
The assumptions of Enthusiast, GameCo, J55 and Luminosity, although
considered reasonable by them at the time of preparation, may prove to
be incorrect. In addition, forward-looking statements necessarily
involve known and unknown risks, including, without limitation, risks
associated with general economic conditions; adverse industry events;
future legislative, tax and regulatory developments; inability to access
sufficient capital from internal and external sources, and/or inability
to access sufficient capital on favourable terms; the inability to
implement business strategies; competition; currency and interest rate
fluctuations and other risks. Among other things, there can be no
assurance that the Transactions will be completed or that the
anticipated benefits from the Transactions will be achieved. Readers are
cautioned that the foregoing list is not exhaustive. Readers are
further cautioned not to place undue reliance on forward-looking
statements as there can be no assurance that the plans, intentions or
expectations upon which they are placed will occur. Such information,
although considered reasonable by management at the time of preparation,
may prove to be incorrect and actual results may differ materially from
those anticipated. For more information on the risk, uncertainties and
assumptions that could cause anticipated opportunities and actual
results to differ materially, please refer to the public filings of
Enthusiast and J55 which are available on SEDAR at www.sedar.com.
Forward-looking statements contained in this news release are expressly
qualified by this cautionary statement and reflect our expectations as
of the date hereof, and thus are subject to change thereafter.
Enthusiast, GameCo, J55 and Luminosity disclaim any intention or
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as
required by law.
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. The securities of the Corporation have not been and will not be
registered under the United States Securities Act of 1933, as amended
and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirement. 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.
Posted by AGORACOM-JC
at 3:30 PM on Thursday, May 30th, 2019
SPONSOR: Enthusiast Gaming Holdings Inc.
(TSX-V: EGLX) Uniting gaming communities with 80 owned and affiliated
websites, currently reaching over 75 million monthly visitors. The
company exceeded 2018 target with $11.0 million in revenue. Learn More
EGLX: TSX-V ———————————-
Why Investors Should Be Looking at the eSports Industry
By 2022, analysts expect there to be nearly 300 million frequent viewers of eSports around the world, while 347 million people are forecast to be occasional viewers.
The eSports audience size is also
increasing, as more and more fans tune in to watch amateur and
professional gamers compete. The fanbase has already grown massive,
with an estimated 25.7 million eSports viewers in the US alone last year.
By 2022, analysts expect there to be nearly 300 million frequent
viewers of eSports around the world, while 347 million people are
forecast to be occasional viewers.
Investors looking for the next big
thing after the cannabis and cryptocurrency booms should definitely
consider investing in companies that are involved in the burgeoning
eSports industry. From eSports game developers and publishers to digital
media platforms and eSports tournaments, there are ample opportunities
to cash in on the growing eSports industry.
Investing in the eSports Industry
eSports involve multiplayer video games
that are played competitively by both professional and amateur gamers
for spectators. These can be first-person shooter games (FPS), real-time
strategy (RTS) games, multiplayer online battle arena (MOBA) games,
sports games, card games, strategy games, or fighting games.
Although the eSports industry is
dominated by well-known game publishers like Tencent Holdings Ltd.
(OTCPK:TCTZF) and Sony (NYSE:SNE), there are a few up-and-comers
offering promising products to the market.
Posted by AGORACOM-JC
at 3:22 PM on Thursday, May 30th, 2019
Entered into a share purchase agreement dated May 29, 2019, with BWA Group PLC (PZ: BWAP)
An arm’s length company listed on the London NEX Exchange a minority shareholders of Kings of the North Corp., owned at 50.18% by SX, pursuant to which BWA will acquire of all the issued and outstanding shares of KOTN for an aggregate consideration of CAD $7,500,000 or approximately 4,400,000 GBP.
Baie-Comeau / May 30, 2019 – St-Georges Eco-Mining Corp. (CSE: SX)(OTC: SXOOF) (FSE: 85G1) is pleased to announce it entered into a share purchase agreement dated May 29, 2019, with BWA Group PLC (PZ: BWAP) , an arm’s length company listed on the London NEX Exchange in the United Kingdom and incorporated under the laws of England and Wales, and the minority shareholders of Kings of the North Corp., owned at 50.18% by SX, pursuant to which BWA will acquire of all the issued and outstanding shares of KOTN for an aggregate consideration of CAD$7,500,000 or approximately 4,400,000 GBP.
Mark Billings, Chairman of
SX, and President and CEO of KOTN commented: “Both Kings of the North
and St-Georges are happy to have concluded this transaction with BWA.
This is the first step in accessing funds to develop properly the assets
that have been assembled in KOTN. We look forward to working with our
new colleagues in the United Kingdom, which provides exposure of our
Company to one of the largest financial markets in the world.”
At the time of closing of
the Acquisition, KOTN will own a 100% beneficial interest in a suite of
mineral exploration properties in the Province of Quebec, other than the
properties known as the Villebon, Hemlo North, and Nova Gold properties
in respect of which KOTN will hold an option to acquire between 65% and
100%, upon the terms and condition detailed below.
The Purchase Price
will be funded with the issuance by BWA of the sterling equivalent of
$7,500,000 unsecured, convertible interest-free loan notes (the “Notes“)
with an initial repayment date three years after issue. The conversion
terms are such that SX and its related parties cannot own more than 29%
of the equity of BWA. The minimum conversion price is ?0.005 per share
at the time of conversion. SX will receive Notes in the principal amount
of $3,763,301.80 in exchange for the KOTN Interest.
The Acquisition is
conditional upon: (i) BWA raising a minimum of ?500,000 (approximately
$850,000) through the issuance of new BWA shares, BWA subscribing to
$300,000 in common shares (each a “SX Share“) in the capital of SX at a price equal to the 10 VWAP at the time of issue, subject to a minimum of $0.10 per Share (the “SX Subscription“), and (iii) the consent of the shareholders of BWA.
Upon completion of the
transaction Mr. Vilhjalmur Thor Vilhjalmsson, the President and CEO of
SX will be appointed CEO and a director of BWA.
Concurrent Transactions
Prior to entering into the SPA, KOTN secured the following assets and option:
– 100% interest,
subject to a 3% NSR royalty, of which half may be bough back for
$3,000,000, in the Winter House property in consideration of the
issuance of 7,200,000 common shares (each a “Share“) in the capital of KOTN (the “WH Acquisition“);
– Option to acquire up to an 85% interest in the Hemlo North property from Canadian Orebodies Inc. (TSXV: CORE),
in consideration of the issuance of 1,296,976 Shares and $750,000 in
exploration expenditures on or before March 31, 2020 for an initial 50%,
$350,000 in 15% convertible notes and a further $750,000 in exploration
expenditures on or before March 31, 2021 for an additional 25%, and a
final to 10% upon the delivery of a positive feasibility study;
– Option to acquire up to a
100% interest, subject to a 1.8% NSR royalty, of which half may be bough
back for $1,000,000, in the Nova Gold property from prospectors., in
consideration of the issuance of 1,482,258 Shares, $1,000,000 in
exploration expenditures as follows: $400,000 on or before August 28,
2020, and $300,000 on or before each of August 28, 2021 and 2022, and
cash payment of $300,000 to be made on August 28, 2021 and 2022; and
– Option to acquire up to a 65% interest, subject to a 2% NSR royalty, of which 1% may be
bough back for $3,000,000, in the Villebon property from SX, in
consideration of the issuance of 741,130 Shares and $3,000,000 in
exploration expenditures as follows: $200,000 on or before May 28, 2020,
$500,000 $200,000 on or before May 28, 2021, $1,00,000 on or before May
28, 2022, and $1,300,000 on or before May 28, 2023.
KOTN also settled aggregate debts of $504,000 through the issuance of 1,867,645 Shares (the “Debt Settlement“), and SX subscribed to 1,111,693 Shares for an aggregate subscription price of $300,000.
All securities issued under
the SX Subscription will be subject to a hold period expiring four
months and one day from the date of issuance.
Related-party transaction
Portions of the WH
Acquisition and Debt Settlement, are considered to be a “related party
transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“).
The Corporation is relying on exemptions from the formal valuation and
minority shareholder approval requirements available under MI 61-101.
The Corporation is exempt from the formal valuation requirement in
section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI
61-101 as the fair market value of each transaction is not more than the
25% of the Corporation’s market capitalization, and no securities of
the Corporation are listed or quoted for trading on prescribed stock
exchanges or stock markets. Additionally, the Corporation is exempt from
minority shareholder approval requirement in section 5.6 of MI 61-101
in reliance on section 5.7(b) as the fair market value of each
transaction is not more than the 25% of the Corporation’s market
capitalization. The board of directors of the Corporation approved the
WH Acquisition and Debt Settlement, with Frank Dumas, Frank Dumas, Neha
Tally, Mark Billings, Peter Smith and Gerry Nichols having declared a
conflict of interest in, and abstaining from voting on, the matters
being considered.
ON BEHALF OF THE BOARD OF DIRECTORS
“Mark Billings”
Mark Billings, Chairman
About St-Georges
St-Georges is developing new technologies to solve the some of the most common environmental problems in the mining industry.
The Company controls
directly or indirectly, through rights of first refusal, all of the
active mineral tenures in Iceland. It also explores for nickel on the
Julie Nickel Project & for industrial minerals on Quebec’s North
Shore and for lithium and rare metals in Northern Quebec and in the
Abitibi region. Headquartered in Montreal, St-Georges’ stock is listed
on the CSE under the symbol SX, on the US OTC under the Symbol SXOOF and
on the Frankfurt Stock Exchange under the symbol 85G1.
Cautionary Statements Regarding Forward-Looking Information
Certain
statements included herein may constitute “forward-looking statements”.
All statements included in this press release that address future
events, conditions, or results, including in connection with the
prefeasibility study, its financing, job creation, the investments to
complete the project and the potential performance, production, and
environmental footprint of the ferrosilicon plant, are forward-looking
statements. These forward-looking statements can be identified by the
use of words such as “may”, “must”, “plan”, “believe”, “expect”,
“estimate”, “think”, “continue”, “should”, “will”, “could”, “intend”,
“anticipate”, or “future”, or the negative forms thereof or similar
variations. These forward-looking statements are based on certain
assumptions and analyses made by management in light of their
experiences and their perception of historical trends, current
conditions, and expected future developments, as well as other factors
they believe are appropriate in the circumstances. These statements are
subject to risks, uncertainties, and assumptions, including those
mentioned in the Corporation’s continuous disclosure documents, which
can be found under its profile on SEDAR (www.sedar.com).
Many of such risks and uncertainties are outside the control of the
Corporation and could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. In making
such forward-looking statements, management has relied upon a number of
material factors and assumptions, on the basis of currently available
information, for which there is no insurance that such information will
prove accurate. All forward-looking statements are expressly qualified
in their entirety by the cautionary statements set forth above. The
Corporation is under no obligation, and expressly disclaims any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as expressly required by applicable law.
Posted by AGORACOM-JC
at 9:00 AM on Thursday, May 30th, 2019
SPONSOR: Tartisan Nickel (TN:CSE)
Kenbridge Property has a measured and indicated resource of 7.14
million tonnes at 0.62% nickel, 0.33% copper. Tartisan also has
interests in Peru, including a 20 percent equity stake in Eloro
Resources and 2 percent NSR in their La Victoria property. Click her for more information
The biggest themes in global natural resources today
Ongoing trend towards the electrification of vehicles will likely benefit lithium and other metals such as copper, nickel and cobalt
This is a significant change and is being driven by better technology, legislative restrictions on pollution in cities and consumer demand for more environmentally-acceptable transport
The global natural resources sector, including mining and energy, as well as agriculture, is about four times bigger than the entire Australian equity market. Sifting through this massive and diverse universe for opportunities is Daniel Sullivan, Co-Head of Global Natural Resources at Janus Henderson Investors.
In our recent Q&A, Daniel explains why he thinks this sector will
undergo more change in the next 20 years than the last century and
talks through the big themes investors should have on their radar,
including the seismic shifts taking place in energy.
Daniel also looks at where the rejuvenated mining sector could go
next and shares some of his thoughts on lithium, coal, gold, LNG, as
well as renewable energy and agricultural commodities.
Read on for this fascinating discussion that goes well beyond the
local resource themes to reveal a truly global perspective on this vast
and rapidly evolving global industry.
Q: Please explain what you do in your role as though someone
at a dinner party asked you. What are some of the most enjoyable
aspects of your work?
When people ask me what I do for a living, I tell them that I invest
in companies around the world in the mining, energy and agriculture
sectors on behalf of investors. To bring natural resources into a more
relatable context, I ask them to look around – at the clothes they are
wearing, the phone in their pockets, the food on their dinner plate and
even the building over their head and to understand that every component
of every item was derived from natural resources.
Natural resources underpin our society – and for me, that makes the
sector a fascinating place to invest. Ours is a sector with an enormous
variety of companies, with constant changes in market dynamics across
the three sub-sectors giving us a lot to work with and to think about.
Q: What is the big opportunity in your investible universe that the market has not fully appreciated?
We believe the long-term demand for metals, energy and agricultural
output will remain strong as the world continues to grow and urbanise;
billions of people’s needs must be catered for.
The next twenty years will see more change than was witnessed over
the past century, with access to vast numbers of young people and
technology available to help solve incredibly complex problems.
The companies in our investment space that align to these changes
are likely to grow at much higher rates than their peers and become more
highly valued over time. This has begun in earnest in the past few
years and appears to be accelerating. Rapid change is being discussed in
the largest resource companies in the world and this will likely
continue to gain momentum.
Q: Agriculture has seen some major developments in genomics, why is this an interesting theme to watch?
The sequencing of the wheat genome will prove to be a major
breakthrough for food production in more challenging agricultural areas,
boosting incomes and development for many people.
The interaction of genetics, climate, fertiliser and crop protection
to deliver better quality produce and improved farmer/supplier economics
is always being played out. Corteva Agriscience, the agricultural
company being spun out from the merger of Dow and DuPont is an
interesting example of a specialist company in this area.
Q: Changing dietary habits of the surging Asian middle class
is often cited as a driver for increased protein production. Is this an
area you see good opportunities, and if so, how can investors play
this?
While China has the world’s largest rates of pork production and
consumption, they are largely self-sufficient, meaning there is limited
opportunity. That said, we have invested in the leading producers of
high quality agricultural products, including milk powder, berries,
apples and salmon, which have seen strong growth resulting from the
Asian middle class thematic.
Looking at the upstream opportunities from this theme, our
investments in seed and fertiliser companies benefitted from the boom in
soybean production in Brazil and the US. Over the past 10 years, China
has been a major soybean importer.
Q: On a sector basis, mining saw the strongest dividend
growth of all last calendar year, with the local big miners BHP and RIO
certainly reminding us that miners can actually generate a yield too.
Has this return to form of resource stocks as income stocks been a big
factor in your investment strategy, and what are you expecting over the
medium term in this regard?
The mining sector is currently in a very favourable position, having
come through the five-year downturn with reduced capital and operating
costs and much lower debt. As a result, in the upturn of the past three
years, cash flows have been very significant. Coupled with the sale of
non-core assets, cash returns to shareholders have been high. Many of
these businesses are in great shape operationally and financially. We
expect that they will remain disciplined with capital allocation and
continue to drive high returns back to shareholders. This is likely to
result in a re-rating from investors.
Q: I understand you have some exposure to the lithium
majors. How big an opportunity do you think the battery minerals
thematic will be in reality over the next 3-5 years, and where in the
supply chain will the best opportunities be?
The ongoing trend towards the electrification of vehicles will likely
benefit lithium and other metals such as copper, nickel and cobalt.
This is a significant change and is being driven by better technology,
legislative restrictions on pollution in cities and consumer demand for
more environmentally-acceptable transport. However, we do expect
progress to be a little stop-start and significant demand changes may
not occur until post-2025.
Q: How does the M&A current in play among the global
gold majors mean for the rest of the sector, and what does it tell us
about the current state of the industry?
The major gold producers have generally been poor performers and have
failed to deliver the significant cash returns seen in the major
diversified companies. The recent spate of mergers has been
disappointing as they have generally been conducted at low or no
premium. Despite being on the right side of the Barrick-Randgold,
Newmont-Goldcorp and Barrick-Newmont merger proposals, these have not
generated significant performance for our strategy. Where we have
historically seen better opportunities has been in explorer-developers,
with significant value generation through resource discovery and the
successful progression through to development.
Q: Given the recent reversal in Fed policy, it is easy to
take a positive view on the gold price from here; do you have a view on
gold, and does it influence your strategy?
As a team we tend not to have a strong view on commodity prices – and
this includes gold – but we do acknowledge there is a monetary and
safety aspect to gold that could see significant price appreciation in
crises or monetary realignment. Having said that, there has been no
significant value generated from these themes and we are much more
interested in real companies operating on the ground to find and develop
quality gold mines.
Q: Given the chronic underinvestment in exploration and
development assets by the majors since the GFC, how big an opportunity
is there in investing in quality juniors, and in which sector are you
seeing the best opportunities in this regard?
Part of the problem with a significant downturn is the withdrawal of
capital from many junior companies. Many of the promising projects of
the past five years were shut down and are only now re-emerging with
some small capital raisings recommencing this year. Exploration and
development are long term cycles, often seven years or more, so the
world has lost a cycle of projects in this downturn. We do need to be
mindful of liquidity and this means being cautious in taking on juniors.
Q: What was your take on the recent banning of Australian
coal imports at some Chinese ports, and how big a potential risk do you
think it is for the majors; i.e.: should we expect more of this?
China is very complex and the interplay between policy, demand,
pricing and preferences can be hard to understand. Of their total demand
for coal, imported coal is a small component. They have also pivoted
very strongly to liquefied natural gas (LNG) imports over the last two
years. Across 2018, the markets worked through the tariff disputes,
continued economic maturation and more recently, the Lunar New year
periods, each of which reduces activity and demand growth.
Q: What is the most interesting theme in energy (including sustainable energy) right now? Please explain why it matters.
For the world’s largest energy companies, gas has become the
transitional fuel. This has been seen with major LNG projects built and
planned by all the large companies. There has also been a pivot to
electricity and trading, and we saw a general sell down away from oil
sands.
The true pivot to renewables will be difficult for companies of this
size, but they are increasing investment into wind and solar projects.
More interesting are the smaller companies that are still discovering
and developing high quality, low cost and growth projects.
We have a favourable view of the long term growth of renewable
energy and the storage of electricity, but these opportunities are not
as common in listed markets.
Q: While Australia only makes up a small part of your
investable universe, what do you see as the globally significant themes
within the Australian resources sector?
It’s true that our global natural resources investable universe is
many times the size of the Australian resources sector, in fact, the
market cap of the global resources sector is about four times the market
cap of the entire Australian equity market. That said, Australia has a
very strong mining heritage and has also grown its energy industry in
recent years to become the world’s second largest LNG exporter after
Qatar. With a good entrepreneurial culture in Perth, Australia continues
to contribute to mineral exploration and development of global
significance. With the recent lithium demand growth and price boom,
Western Australia has delivered six new mining developments.
Q: What was the last thing you read that really blew you away, and why?
Posted by AGORACOM-JC
at 8:24 AM on Thursday, May 30th, 2019
Gross Profit increases by 245% to $1,544,961 in comparison
to Q1 2018. Gross Margin for Q1 2019 remain stable at 33%(increase of
14% from Q4 2018) compared to 34% reported for Q1 2018
Letter Of Intent signed to acquire mPlore, leader in mobile
ad technology and MOU signed with Globex to launch account receivable
securitized token
Vancouver, British Columbia–(May 30, 2019) – Good Life Networks Inc. (TSXV: GOOD) (FSE: 4G5) (“GLN“, or the “Company“), a programmatic advertising technology company, today announced that it has filed its Q1 2019 financial statements and management’s discussion and analysis for the period ending March 31, 2019, available for viewing on www.sedar.com. All figures are expressed in Canadian dollars unless otherwise stated.
Jesse Dylan, CEO of GLN, commented, “I am very
pleased with our financial results for the first quarter. We are
diligently focused on executing our growth strategy and we continue to
review accretive acquisition opportunities to scale the business and
deepen our reach within the CTV and mobile space.” He continued, “We
expect similar quarterly performance growth as recorded in previous
years 2017, and 2018. This means that Q1 performance is a good indicator
that we are on track to meet our 2019 performance objectives.”
First Quarter and Recent Company Highlights:
During the first quarter ending March 31, 2019, GLN achieved the following milestones:
Appoints Stephen Tapp and Todd Finch as Advisors to the Company
Signs Memorandum of Understanding with Globex to launch its account receivable securitized token
Expands reach in mobile advertising with a binding Letter of Intent to acquire mPlore, a leading mobile ad technology company
GLN property, 495 Communications, increases Roku channel development by 40%
Completed 495 integration, and doubles client base
Financial Highlights:
Revenue of $4,617,564 during the three months ended March 31, 2019
was a 249% increase compared to $1,322,139 recorded during the three
months ended March 31, 2018;
Gross Profit increases by 245% to $1,544,961 in comparison to Q1
2018. Gross margin for Q1 2019 increased to 33%, which is a 14%
sequential increase from Q4 2018 (and stable compared to 34% during the
three months ended March 31, 2018);
Comprehensive loss for the three months ended March 31, 2019 was
$1,510,680 compared to comprehensive loss of $2,948,479 during the three
months ended March 31, 2018;
Adjusted EBITDA loss for the three months ended March 31, 2019 was
$153,525 compared to an EBITDA loss for the three months ended March 31,
2018 was $366,534
Reconciliation of Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure that we calculate as
income (loss) before income taxes excluding depreciation and
amortization, stock-based compensation expense, interest expense, and
gain or loss on financial instruments and foreign exchange.
Adjusted EBITDA is a measure used by management and the Board to
understand and evaluate our core operating performance and trends. This
measure differs from contribution in that adjusted EBITDA includes
additional operating costs, such as general and administration expenses
and marketing, but excludes funding interest costs.
The following table presents a reconciliation of adjusted EBITDA to
loss before income taxes, the most comparable IFRS financial measure for
each of the periods indicated:
Three Months Ended March 31,
Adjusted EBITDA
2019
2018
$
$
Comprehensive Income (Loss) for the Period
(1,510,680)
(2,948,479)
Reporting currency translation adjustment
373,317
–
Listing fee
–
2,318,018
Acquisition-related expenses
8,500
–
Gain (Loss) on forgiveness of debt
23,120
(26,535)
Foreign exchange expense
128,003
(22,594)
Fair value of change of derivative liability
–
(234,000)
Share-based compensation
153,014
488,830
Amortization
319,922
2,084
Interest expense
196,168
56,142
Accretion expense
155,111
–
Adjusted EBITDA
(153,525)
(366,534)
Conference Call Details
GLN will be hosting a conference call beginning at 9:00am EST (6:00am PST), today, May 30th to discuss the results.
Conference Call Access
To access the conference call by phone, please dial the following numbers.
Canada/USA TF: 1-800-319-4610 International Toll: +1-604-638-5340 Germany TF: 0800-180-1954 UK TF: 0808-101-2791
Callers should dial in five to 10 minutes prior to the scheduled
start time and ask to join the Good Life Networks call. We encourage you
to access the webcast and presentation material that will be published
in the Investors section of GLN’s website at https://glninc.ca/overview/
The GLN Story
GLN’s patent pending technology is the engine that sits between
advertisers and publishers. A highlight of GLN’s tech is that it does
not collect PII (Personal Identifiable Information). Built for cross
device video advertising: Mobile, In-App, Desktop and CTV (Connected
Television) the GLN Programmatic Video Advertising Platform has among
the lowest fraud rates of similar vendors in the industry. Advertisers
make more money by reaching their target audience more effectively. GLN
makes money by retaining a percentage of the advertiser’s fee.
GLN is headquartered in Vancouver, Canada with offices in Newport
Beach and Santa Monica California, New York and UK and trades on the
TSXV under the stock symbol “GOOD” and The Frankfurt Stock Exchange
under the stock symbol 4G5. For further information on the Company,
visit www.glninc.ca
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.
Forward Looking Statements:
Forward-looking statements relate to future events or future
performance and reflect the expectations or beliefs regarding future
events of management of GLN. This information and these statements,
referred to herein as “forwardâ€looking statements”, are not historical
facts, are made as of the date of this news release and include without
limitation, statements regarding management’s expectations with respect
to the Company’s future performance growth and achievement of its future
performance objectives. These statements generally can be identified by
use of forward-looking words such as “may”, “will”, “expect”,
“estimate”, “anticipate”, “intends”, “believe” or “continue” or the
negative thereof or similar variations.
These forwardâ€looking statements involve numerous risks and
uncertainties and actual results might differ materially from results
suggested in any forward-looking statements. Important factors that may
cause actual results to vary include without limitation, risks relating
to, the stability of the industry in which the Company operates, the
Company’s ability to continue to achieve its performance objectives, the
Company’s ability to sustain and support its performance growth,
changes in legislation and general economic conditions or conditions in
the financial markets.
In making the forwardâ€looking statements in this news release,
the Company has applied several material assumptions, including without
limitation that GLN’s operations will generate the anticipated results
as per management’s expectations and that the Company’s performance will
grow at the same rate as it has in 2017 and 2018.
GLN does not assume any obligation to update the forward-looking
statements, or to update the reasons why actual results could differ
from those reflected in the forward looking-statements, unless and until
required by applicable securities laws. Additional information
identifying risks and uncertainties is contained in GLN’s filings with
the Canadian securities regulators, which filings are available at www.sedar.com.
Posted by AGORACOM-JC
at 2:17 PM on Wednesday, May 29th, 2019
SPONSOR: Esports Entertainment
$GMBL Esports audience is 350M, growing to 590M, Esports wagering is
projected at $23 BILLION by 2020. The company has launched VIE.gg
esports betting platform and has accelerated affiliate marketing
agreements with 190 Esports teams. Click here for more information
GMBL: OTCQB
———————–
Gamers Fight for Rights as Billion-Dollar Esports Market Matures
While there’s disagreement over how big a problem this is, there’s consensus that esports organizations have too much power.
“Orgs have strong counsel with 30-page agreements that have all sorts
of terms in them, and often on the other side you’ve got a teenager, or
early 20s, who’s probably never read a contract before,†said Gordon,
whose firm represents both players and organizations. “It’s really
weighted against the player.â€
As some esports leagues push to make themselves more and more like traditional sports
leagues, the industry may need to decide whether its players will get
the benefits of traditional sports stars (unions, collective bargaining
and rigid salary structures) or whether it will mirror more the music
and entertainment world, where young creators often sign away a large
bulk of their rights and income on their way up.
Finding Agents
One major concern in esports: Teams often serve as management for
their players. Trink said that earlier this year, while FaZe Clan was
trying to reach a new agreement with Tenney, it began encouraging those
on its roster to find outside representation. He said it’s better for
the players and better for the organization to help avoid situations
like the one they’re in now.
That’s part of what Trink called the new-era contract. In addition to
helping gamers find agents or managers, the team is rethinking revenue
splits. Instead of teams getting 80% of brand deals that it brings to a
player, Trink said the team now takes 20%. (The $60,000 that FaZe claims
to have made from Tenney came from 20% cuts off two different brand
deals.)
FaZe Clan is also getting more granular on revenue details. Instead
of simply taking a cut of Twitch revenue, FaZe Clan is separating out
different streams. It no longer takes a percentage of donations or
subscriptions that its gamers earn from Twitch, which for top streamers
can be tens of thousands of dollars each month.
“We feel that is too personal and that we shouldn’t take that money,†Trink said.
Proving Themselves
Only so much change can come from the teams themselves. In the
future, gamers may need fully independent unions, similar to those in
the NFL or NBA, and a collectively bargained salary structure.
But as in pro sports, up-and-coming gamers will have to demonstrate that they deserve lucrative contracts, said Bryce Blum, founding partner at ESG Law.
“An unproven player in esports, like the majority of rookies in
traditional sports, isn’t worth a massive deal,†he said. “They need to
get their foot in door and prove their worth on the first contract in
order to improve their value in the marketplace.â€
Posted by AGORACOM-JC
at 11:47 AM on Wednesday, May 29th, 2019
SPONSOR: ThreeD Capital Inc. (IDK:CSE) Led by
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Debunking the Top 5 Blockchain Myths
Satoshi Nakamoto’s seminal paper “Bitcoin: A Peer-to-Peer Electronic Cash System,†published in 2009, which took cues from “How to Time-Stamp a Digital Document,†published by Stuart Haber and W. Scott Stornetta in 1991, sparked a feeding frenzy of accolades for blockchains
which inscribed an urban legend about trusted public decentralized
blockchains, a historical departure from the mediation of brokers and
third parties. The first paper sought to create trust in digital
currencies by solving the decades-old “double spend†problem associated
with digital currencies with applied cryptography and the second by preventing the tampering of digital documents with time stamping.
The information, documents, transactions or digital coins are mathematically protected with hard-to-crack hash functions
that create a block and interconnect it to previously created blocks.
To validate the new chain of blocks, it is then broadcasted and shared,
to a distributed network of computers, to collectively agree about the
authenticity of the transactions, using additional mathematics of a
consensus algorithm.
The entire cryptographic proof of transactions is stored as an
immutable record on a distributed and shared ledger, or the blockchain.
“In effect, this is triple entry accounting which includes the two
entries of the transacting parties and a third record for the public,
registered on a public distributed ledger, which cannot be tampered
with,†Ricardo Diaz, the Charlotte, North Carolina-based founder of Blockchain CLT and management consultant for commercialization of enterprise blockchains, told us.
Rising from the trough of disillusionment, the myths around public
centralized blockchains have been reexamined and we will now assess the
controversy. (Blockchain is being used for much more than just
cryptocurrency. Learn more in Why Data Scientists Are Falling in Love with Blockchain Technology.)
Myth #1: Private permissioned blockchains cannot be secure.
Private permissioned blockchains are a contradiction in terms and
public blockchains are the only secure and viable option. Public
blockchains gain trust by consensus, which is not possible when private
blockchains need permission for a small group of people.
In actual implementations, centrally controlled private or federated
permissioned blockchains, albeit distributed, are common. Federated
blockchains focus on specific verticals
such as R3 Corda for banks, EWF for energy and B3i for insurance
companies. The motivation to keep a blockchain private is
confidentiality and certainty of regulatory compliance as in banking,
unique needs such as in renewable energy
where small producers need to connect with consumers, or the fear of
cost overruns or underwhelming performance of unproven technologies as in insurance.
The jury is still out whether private blockchains will last beyond their pilot programs. TradeLens is one private blockchain which IBM created with Maersk,
the largest container company in the world. According to press reports,
the project has gotten off to a slow start as other carriers, which
could be potential partners, have expressed skepticism about the
benefits they will realize from joining.
Steve Wilson, VP and Principal Analyst at Constellation Research,
cautioned against a rush to judgment. “IBM is moving slowly because it
is bringing together a group of partners who have not worked together
before. They are also transitioning from a world where trades were
mediated by brokers to an unfamiliar world of direct trading. The trade
documentation is convoluted, and IBM is trying to avoid errors,†he told
us.
Fundamentally, Wilson does not see a well-defined use case for public
blockchains. “Public blockchains overlook the plain fact that any
business solution is inseparable from people and processes. The double
spend problem does not exist when transactions in physical worlds are
tracked at each stage,†he concluded.
By contrast, private blockchains, such as Corda in financial services,
are solving real problems. “The supervision of private blockchains by
credible stewards narrows down the problem of trust. Private blockchain
realize efficiency gains from a common and secure distributed ledger
which takes advantage of the cryptography, time-stamping, and smart contracts which were prototyped in public blockchains,†Wilson explained.
Myth #2: Hybrid blockchains are an incompatible mix of private and public.
Public, permissionless decentralized blockchains and private
centrally controlled permissioned blockchains are mutually exclusive.
They seek to create a trustworthy environment for transactions in
entirely different ways which are not compatible. It is not possible to
have a combination of the private and the public in a single secure
chain.
Hybrid combinations emerge as the market matures and dispel the
skepticism about the early forms of new technologies. Just like the
precursors to the internet were intranets and extranets which evolved into the internet with sites searchable with browsers; the cloud followed a similar path and hybrid clouds are widely accepted these days.
In the crypto community, there are two camps: the public,
permissionless blockchains and private, permissioned blockchain.
According to Diaz:
The private blockchain side has historically presumed to require miners and a cryptocurrency
financial incentive to validate the blockchain was unnecessary. Today,
new blockchain projects support private and public distributed ledger
technologies. Ternio.io, an enterprise
blockchain platform, leverages Hyperledger Fabric (a permissioned
blockchain technology) AND Stellar (a permissionless blockchain). Veridium.io, a carbon credit marketplace blockchain project, also has a similar DLT architecture.
Diaz also noted:
Jaime Dimon, CEO of JPMC, who dismissed bitcoin as a fraud, has not only invested in building a popular, secure, private blockchain called Quorum, but also introduced an enterprise stable coin (a type of cryptocurrency token) called the JPM Coin. It was built using the Ethereum
blockchain code base, a public blockchain protocol, and the privacy
technology from ZCash, another public but more secure blockchain
protocol. Security on Quorum is reinforced by secure enclave technology
which is hardware-based encryption.
Quorum is not a hybrid blockchain that has public and private
blockchains working together, but it incorporates the code from public
blockchains and cryptocurrencies that are normally integral to public
blockchains. It creates a fork on Ethereum to create a private
blockchain. There are other hybrid blockchains in which private and
public blockchains play complementary roles.
Hybrid blockchains have a compelling value that is driving skeptical
enterprise clients to progress from private blockchains to hybrid ones
that incorporate public blockchains and token economics on an as-needed
basis. The bridges between the private and the public chains in the
hybrid blockchain ensure that the security is not compromised, and
intruders are disincentivized by requiring them to pay to cross the
bridge.
Hybrid crypto networks of the future will be more secure than anything the internet, Web 2.0, has today. Diaz explained:
Crypto mesh networks that are supported by crypto routers, like the wireless router
in your home, will only process transactions that are cryptographically
secured not only with blockchain technology but also true crypto
economics. Imagine a crypto router or device that requires a small
amount of cryptocurrency to process a transaction like an email between
two parties. This one key difference will drastically impact hackers across the planet who are used to freely hacking computers and networking them together to launch a massive denial of service attack on some business. On the Decentralized Web, Web 3.0, the hacker would have to pay upfront for his/her bot army to launch the same attack. That is token economics crushing a major cybersecurity issue.
Myth #3: Data is immutable in any circumstance.
A cornerstone of public blockchains is the immutability of the pool of the data for all transactions that it stores.
The reality is that public blockchains have been compromised either
by an accumulated majority, also known as a “51% attack†of the mining
power by leasing equipment rather than purchasing it, and profit from their attacks or by bad code in poorly written smart contracts.
Rogue governments are another cybersecurity risk. “Private
individuals respond to incentives for keeping the data honest. My worry
is governments who have other non-economic objectives immune to
financial incentives,†David Yermack, Professor of Finance at the Stern
Business School in New York University, surmised.
Public blockchains have to come to grips with the fact that human error is possible
despite all the vetting — it happens in any human endeavor.
Immutability breaks when corrections are made. Ethereum was split into
Ethereum Classic and Ethereum following the DAO attack which exploited a vulnerability in a wallet built on the platform.
“The Bitcoin blockchain network has never been hacked. The Ethereum
blockchain has suffered attacks but the majority of them can be
attributed to bad code in smart contracts. Over the last two years, an
entirely new cybersecurity sector has emerged for the auditing of smart
contract code to mitigate the common risks of the past,†Diaz told us.
Auditing of software associated with blockchains, including smart
contracts, helps to plug the vulnerabilities in supporting software that
exposes blockchains to cybersecurity risks. (For more on blockchain
security, see Can the Blockchain Be Hacked?)
Myth #4: Private keys are always secure in the wallets of their owners.
Blockchains rely on public key infrastructure (PKI) technology for security, which includes a private key to identify individuals. These private keys are protected by cryptography and their codes are not known to anyone except their owners.
The reality is that in 2018 over $1 billion in cryptocurrency was stolen.
The myth about the privacy and security of private keys rests on the assumption that they cannot be hacked. Dr. Mordechai Guri
of the Ben-Gurion University in Israel demonstrated how to steal
private keys when they are transferred from a safe location, unconnected
with any network, to a mobile device for usage. The security vulnerability is in the networks and associated processes.
“Today there are many best practices and technologies that reduce the
risk of this perceived weakness in basic cryptography to protect
private keys. Hardware wallets, paper wallets, cold wallets and
multi-signature (multi-sig) enabled wallets all significantly reduce
this risk of a compromised private key,†Diaz informed us.
Myth #5: Two-factor authentication keeps hot wallets secure.
My private keys are safe on a crypto exchange like Coinbase or Gemini. The added security of two-factor authentication (2FA) these sites provide in their hot wallets can’t fail.
A crypto hot wallet cybersecurity hack that is becoming more and more common is called SIM hijacking, which subverts two-factor authentication. Panda Security explains how hackers receive verification passcodes by activating your number on a SIM card
in their possession. This is usually effective when someone wants to
reset your password or already knows your password and wants to go
through the two-step verification process.
“If you must purchase cryptocurrency through a decentralized or
centralized crypto exchange, leverage a third-party 2FA service like
Google Authenticator or Microsoft Authenticator, NOT SMS 2FA,†Diaz
advised.
Conclusion
Distributed ledger technologies and blockchain technologies are
evolving, and the current perceptions about their risk are more muted as
new innovations emerge to solve their inadequacies. Although it is
still early days for the crypto industry, when Web 3.0 and decentralized
computing become more mainstream, we will live in a world that will put
more trust in math and less in humans.
Posted by AGORACOM-JC
at 8:12 AM on Wednesday, May 29th, 2019
Will release its first quarter financial and operating results at 7:50am EST (4:50am PST) Thursday, May 30, 2019. GLN will then host a conference call beginning at 9:00am EST (6:00am PST) to discuss the results.
Vancouver, British Columbia–(May 29, 2019) – Good Life Networks Inc. (TSXV: GOOD) (FSE: 4G5) (“GLN“, or the “Company“), a Vancouver-based programmatic advertising technology company, will release its first quarter financial and operating results at 7:50am EST (4:50am PST) Thursday, May 30, 2019. GLN will then host a conference call beginning at 9:00am EST (6:00am PST) to discuss the results.
Conference Call Access
To access the conference call by phone, please dial the following numbers.
Canada/USA TF: 1-800-319-4610 International Toll: +1-604-638-5340 Germany TF: 0800-180-1954 UK TF: 0808-101-2791
Callers should dial in five to 10 minutes prior to the scheduled
start time and ask to join the Good Life Networks call. We encourage you
to access the webcast and presentation material that will be published
in the Investors section of GLN’s website at https://glninc.ca/overview/
The GLN Story
GLN is a patent pending machine learning programmatic video
advertising technology company that does not collect PII (Personal
Identifiable Information). GLN has the ability to transact on millions
of online video ads daily 3 times faster than IAB (Interactive
Advertising Bureau) standards. GLN is headquartered in Vancouver, Canada
with offices in the US and UK and trades on the TSX Venture Exchange
under the stock symbol “GOOD” and The Frankfurt Stock Exchange under the
stock symbol 4G5.
Addressable Market: The total media ad spend worldwide will rise 7.4%
to $628.63 billion in 2018, according to “Global Ad Spending: The
eMarketer Forecast for 2018.” Digital media will account for 43.5% of
that investment, thanks to rising global ecommerce spending and shifting
viewership from traditional TV to digital channels. By 2020, digital’s
share of total advertising will near 50%.
