Posted by AGORACOM-JC
at 2:54 PM on Monday, June 3rd, 2019
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Years of underinvestment, long lead times for mine development and a coming surge of electric vehicle demand are all bullish factors for nickel, said Michael Beck, managing director at Regent Advisors.
Beck spoke to Kitco News at Palisade Global’s Hard Asset Conference in Georgia on Jekyll Island held mid-May.
Nickel is a key component of lithium-ion batteries, and Beck said
Tesla’s next generation of lithium-ion batteries uses more of the
element.
“The ramp-up of demand is just beginning,” said Beck.
“Electric vehicles are going to impose a new demand source on nickel
that never really existed before. It takes seven to 10 years to bring on
new nickel projects. So you have the makings I thinkâ??at least this is
our thesisâ??of a perfect storm.”
Interview is edited for clarity.
Kitco: What impact is the electrical vehicle revolution going to have on nickel?
Michael Beck: Nickel is probably the single most
important metal component in battery fabrication. It’s where all of the
energy is stored and increasing the battery chemistries are being
refined to allow the inclusion of as much nickel as possible. The more
nickel, the higher the energy density of the battery. And nickel is
particularly interesting from a supply-demand outlook because of the
collapse of nickel prices in 2007. The commodity has remained relatively
depressed. The current nickel price is US$12,000 a tonne versus the
high in 2007, which was $15,000 a tonne. And in this intervening almost
12 years there was no material investment in new nickel capacity. The
last 12 years has been a draw down of excess inventory, and that’s
coming to an end. The ramp-up of demand is just beginning.
Electric vehicles are going to impose a new demand source on nickel
that never really existed before, particularly for class one nickel. It
takes seven to 10 years to bring on new nickel projects. So you have the
makings I think, at least this is our thesis, of a perfect storm. You
have a baked in structural deficit for the next 12 years. You have seven
to ten years lead time to bring in new capacity, and all of a sudden
you have inventories in the next 18 months going down to almost zero.
You also have this new demand source that never existed for nickel. So
that gets us rather interested as prospective investors. And in the
universe of metals it’s our favorite. We think in the next two to three
years you’re going to see a major up-tick of nickel price, and that’s as
shortages emerge and that’s what’s going to be required to get new
investment in the sector.
Kitco: Why is nickel important for electric vehicles?
Michael Beck: Well it’s interesting. Elon Musk said a
couple of years ago that really lithium-ion batteries was a misnomer.
It should be really called nickel-iron, and that’s because that’s the
energy density of a battery. The energy is stored by the nickel units.
And if you look at an average Model 3, it consumes something on the
order of 30 kilograms of nickel. And increasingly the cathode makers,
which are really the principal components for battery fabrication, are
tinkering with chemistries that use more nickel. The higher the energy
density, the longer range you have on the vehicle. It is the most
important element in in a battery. Without nickel you don’t have the
energy storage.
Kitco: If you have a nickel thesis, how does this play out in the junior space?
Michael Beck: It’s a little bit of a challenge
because the world’s largest nickel producer, at least in the Western
world, is Vale. But Vale is really an iron ore producer. Nickel
represents probably less than 15 percent of the company’s portfolio. So
if you buy Vale, you’re not really getting nickel. You’re getting an
iron ore share. Vale has its own challenges. It has a rather impaired
balance sheet, which is why it trades where it does. Another interesting
nickel producer that we own is Independence Group NL out of Australia.
They have a market cap of about a $1.5B, and the company is growing its
nickel production. But you’re right, there aren’t a lot of opportunities
to invest in existing nickel producers, because they’re few and far
between.
Maybe the most interesting in the larger cap of established players
is Norilsk. They’re the number two nickel producer, and they’re based in
Russia. That’s probably the single best large-cap way to get exposure
to nickel. It has a good dividend yield. It’s a major producer of the
metal, and when nickel goes up, their share price goes up accordingly.
At the smaller cap end of the spectrum, there are a bunch of smallish
nickel explorers and emerging developers.
One that we like particularly is a company called Giga Metals. It’s
listed on the TSX. Even though it has a market capitalization of less
than $10 million, it happens to own the world’s second-largest
undeveloped nickel sulfide deposit. Nickel sulfide is the preferred form
of nickel for the production of class one nickel, which is what is
required for a battery fabrication. We think the company is completely
mis-priced asset, and we look at it as an un-dated call option on
nickel. So if our thesis on nickel is correct and nickel goes from
$12,000 a tonne to $20,000 a tonne and then perhaps beyond to $50,000 a
tonne where it peaked in 2007, then this stock will be
disproportionately re-rated and you have a chance, if your thesis is
right, to make 10 to 20 times your money. If you’re wrong, maybe the
market cap goes from where it is today, from $8 million to $4 million.
So we like to see those kinds of bets. There is another company that’s
sort of similar, and it’s an asset is not nearly as large but it’s
called Grid Metals, and it has a relatively advanced smaller nickel
sulfide deposit in Manitoba and it has a market cap of $3 to $4 million
dollars.
But again any of these companies, whether they’re at the microcap end
of the spectrum or whether they’re big established producers like
Norilsk or somebody in between, will benefit when the nickel price
rises. We’ve got a fair degree of conviction about our thesis: the
adoption rates for EV will accelerate. Nickel shortages will emerge, and
all these companies with nickel exposure will benefit.
Posted by AGORACOM-JC
at 1:10 PM on Monday, June 3rd, 2019
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Global Esports Popularity Give Gamer Companies Reason To Be Bullish
Esports have joined the big leagues, Goldman Sachs analysts wrote in a recent report about the new subsection of the video game industry. China aside, the esports industry already has a larger audience than Major League Baseball.
Goldman estimates the monthly size of competitive esports gamers, 167 million as of year-end 2018, will hit 276 million by 2022, basing their forecast on a NewZoo survey.
Right now, somewhere in China, bulldozers and crane operators are building a new theme park. It’s not the latest Lionsgate Park you’ve read about, centered around themed attractions based on movies like Hunger Games. Oh, it’ll have roller coasters and stuff. But this amusement park is different. It’s designed for gamers.
Esports have joined the big leagues, Goldman Sachs analysts wrote in a recent report
about the new subsection of the video game industry. China aside, the
esports industry already has a larger audience than Major League
Baseball.
Goldman estimates the monthly size of competitive esports gamers, 167
million as of year-end 2018, will hit 276 million by 2022, basing their
forecast on a NewZoo survey.
“China has been ahead of the curve on this; all of Asia really,†says
Menashe Kestenbaum, CEO of Enthusiast Gaming in Toronto. “If you see an
arena jam-packed with gamers, it’s probably somewhere in China or South
Korea,†he says.
Bill Coan, the CEO of ITEC Entertainment, the guys behind China’s
gamer theme park now under construction in a “top secret location,†is
predicting the future of the gaming industry, driven in part by esports.
Picture arenas where gamers in bulky headphones are playing video games
on large, concert-size screens against some of the best players in the
world (who will have the cooler headphones).
“If we are as successful at this as I think we will be, every city will want one,†he says.
Asia’s online population dwarfs other regions. It’s hard to compete
with 3 billion people between China and India alone. In China, they
watch gamers teach how to get to the next level in a shooting game or
compete head-to-head in teams on streaming content providers.
The esports NBA draft: Chiquita Evans poses for photographs with
Brendan Donohue after being selected as the 56th pick overall by the
Warriors Gaming Squad for the NBA’s 2K League on March 5, 2019, in New
York.
Frank Franklin II/ASSOCIATED PRESS
In the U.S., they do the same, watching gamers on YouTube and
Twitch. Some fans are not even gamers. Instead, they are watching it for
the personalities themselves, commenting on their game play.
Dan & Phil, two U.K. guys who play The Sims and make
videos of themselves playing it, have more views on a five-minute upload
to their YouTube channel than prime-time news programs on CNN, MSNBC
and Fox. (They’ve recently gone on a YouTube hiatus.)
For live streaming games in the U.S., Amazon’s seven-year-old Twitch.TV is No. 1.
According to Goldman Sachs, the total number of minutes spent
watching gamers play or discuss video games on Twitch rose 22% from 2016
to 2017 to 355 billion minutes.
Esports have long been popular in Asia. Now the North American market is growing at breakneck speeds. Newzoo projects that the North American region will have generated $335 million in industry revenue, and will account for over a third of global esports revenue.
“I know this is big. I left my regular career for this world,†says
Kestenbaum, 34, who considers himself more than just a gaming hobbyist.
“This is a whole new industry, a bit like the old video gaming industry,
but also more of an entertainment and advertising model like
traditional sports. That’s an emerging market.â€
EGLX BELL main stage on March 11, 2018 during the Counter-Strike: Global Offensive semifinals.
Enthusiast Gaming Image. Used by Permission.
Kestenbaum says he grew up in a family of rabbis. He studied and
later taught theology in Israel while moonlighting as the blogger
“Nintendo Enthusiast†back in 2001. Like everyone else in the business
of gaming content, he learned he had a Field of Dreams in his backyard.
If you built it around gaming in the early 2000s, the fans would come.
Four years ago, Kestenbaum built Enthusiast Gaming in Toronto with
around $4 million in seed capital. He built it on the idea that hobbyist
and lifestyle gamers were reaching a critical mass like traditional
sports. Enthusiast’s network of gaming websites, including the old
Nintendo Enthusiast and Daily Esports, have a combined 150 million
visitors each month, based on April Google Analytics. Monthly visitors
across the network was 2 million monthly visitors in 2015 and has
doubled since it went public in October 2018. In mid-May, Enthusiast
Gaming stock was up 171% since their IPO, beating the MSCI Canada.
In terms of page views and users in the gaming information category,
Enthusiast Gaming rose to the top 5 since going public, according to
Comscore.
All of this serves a testament to the growth in the video gaming industry. Some games (think Fortnite) easily have more revenue than TV and movies.
The model for companies like this is relatively straightforward:
exploit gaming by making it the new Hollywood, the new Disney World, and
the new major league sports wrapped in one. Jumble it all together, and
package it like you were packaging any other entertainment. Sort of
like being the ESPN, NBA and a team sponsor rolled all into one: the
distributor, the platform brand, and the gamer team. Within the
subsection of esports, companies sell tickets to events no different
than they would a concert. In the future, these games, in aggregate,
will earn as much or more than the Superbowl due to a global audience.
“The content consumption in esports is going grow; not only the
streaming of the gaming events themselves, but also the popularity of
the gamers and influencers is growing. They are celebrities and brand
ambassadors,†says Henri Holm, CEO, FandomSports. They launched a mobile
gaming app this month that bridges traditional sports with video game
sports, creating content around the two.
“There is the learning aspect of watching gamers on any given
platform or channel, and there is the entertainment aspect of it,†says
Holm. “It all rakes in so many eyeballs. And that changes the entire
advertising landscape. Advertisers will follow.â€
Esporting events account for around 9% of gaming companies revenue.
Media rights are another 14%. Most of the money comes from corporate
sponsors of events and online advertising. It’s the same model
worldwide.
Activision signed a two-year $90 million deal with Twitch to
distribute Overwatch League in North America. The Overwatch League is a
professional esports league for players of the video game Overwatch. Like traditional sports, it has permanent teams and regular season play for prize money.
As esports evolves, content providers will compete for gaming leagues
like traditional broadcasters compete for major sporting events.
Imagine, Fortnight championships only on an Enthusiast Gaming channel. That’s the game plan.
Investors are tuned in.
Esports companies like Cloud9, founded in 2013, have 27 venture
capital funds invested. The Santa Monica-based gaming company that
sponsors teams in League of Legends, Call of Duty and Counter-Strike
got $53.6 million in its latest Series B round, almost half
Enthusiast’s current market cap fully diluted right now at $130 million.
Kestenbaum did 12 acquisitions this year, including a $20 million purchase
in April of The Sims Resource (TSR), the largest Sims community in the
world. Worth noting, TSR is the largest female video gaming content site
in the world and is ranked on Quantcast’s Top 25 websites with the
highest concentration of female audience in the U.S., close behind
Oprah.com, according to the company. TSR gets 2.5 billion page views per year, based on Google Analytics.
“We rather create partnerships than build organically,†Kestenbaum
says. “Alibaba and Tencent want to do this here. And with the China
trade war they may be more apt to do something with us in Canada than
with the U.S.,†he says, adding that most of their content traffic comes
from the U.S. They also have offices in Los Angeles.
Alibaba has partnered with Enthusiast at their gamer event EGLX in Toronto. The event is named after their ticker symbol.
Last year, Alibaba ran a tournament for various games at EGLX.
Players from different countries competed against each other in games
including Counter-Strike and Dota, a capture-the-flag type of team esport that’s big in China.
EGLX is growing, though it has nothing to do with the Chinese.
It’s gamers. Hobby gamers and lifestyle gamers, who Kestenbaum refers
to as “the mother lode†for companies in the space, are everywhere
today.
In 2016, EGLX sold around 12,000 tickets. Last year they hit 55,000
attendees. The event is one-part expo with gamers in cosplay visiting
booths, testing games and buying merchandise, and one-part competitive
video game arena. Youtubers with large online followings play against
fans. Mitch Marner, a Toronto Maple Leafs hockey player, played a
competitive round of Fortnite for charity.
Kestenbaum presents NHL player Mitch Marner with a check for his
Fortnite charity match against a gamer from Chai Lifeline, a nonprofit
working with cancer patients. Destructoid’s mascot and the Kinda Funny
Games team look on.
Enthusiast Gaming. Used by Permission.
Their esports matches had combined payouts of $100,000, and were held
in a 100,000-square-foot room. When they do this again in October,
Enthusiast says it will need 200,000 square feet because there was not
enough room last time.
Enthusiast is running a rookie gamer program called Rising Stars. Think American Idol for big-dream video gamer fanatics. If lucky, lifestyle players might get a sponsor.
“There is a lot of content you can create around that scenario alone,†Kestenbaum says.
Holm’s from FandomSports agrees. Last year they found a soccer super
fan in Joinville, Brazil. “We flew him from Brazil to St. Petersburgh in
Russia to watch Brazil play Costa Rica. For us, it was a content
cost. We made him a star and put his journey on our website and Youtube
channel. Brands love to be a part of that.â€
It’s a fantasy world. But it’s easier to become a virtual athlete
than a real one. Universities from the U.S. to China are getting in on
the act. They’re teaching students how to manage events, how to play
games. It all sounds ridiculous, but many schools said the same about
ice hockey and soccer a hundred years ago.
Video game teams have a fan base just like the New York Yankees have
fans. Those teams earn real money. The Fortnite Tournament Prize pool is
$100 million. Yes, teams have to practice.
Individual gamers are the new celebrity.
Not a rock concert. Overwatch gamer fans watch a competition at a packed Barclays Arena in July 2018. (AP Photo/Mary Altaffer)
ASSOCIATED PRESS
Ninja, an online personality who live-streams himself playing video
games on Twitch and was a part of Luminosity Gaming, a Canadian esports
team backed by the owners of the Vancouver Canucks, makes around $1
million—per month, according to eSportsearnings.com.
Dota—a game whose artistry alone would impress the world’s
best graphic novel illustrator—paid out $25.5 million at the
International Dota 2 at Rogers Arena in Vancouver last August. This
year’s International Dota 2 Championship is going to the Mercedes Benz
Arena in Shanghai in August.
To put the Dota prize money into perspective, it pays twice that of Wimbledon and The Masters PGA golf tournaments.
Goldman Sachs forecasts esports audiences to reach 194 million this
year. Next year will be bigger. They have to watch those games
somewhere, physically and online. “I wouldn’t be surprised if you see an
esports arena at Disney someday,†says Coan from ITEC.
How long before Disney or Universal buy the rights to the Super Mario Brothers?
The U.S. and Canada are the largest esports market, with revenues of
$409.1 million, according to NewZoo’s 2019 Global Esports Market
Report.
China is bringing up the rear. The Chinese market for esports will
generate an estimated $210 million this year, overtaking Western Europe
to come in second place after North America.
“It all stems from the lifestyle gamer,†says Kestenbaum. “They’re
the type of gamer who consumes content about video games the way someone
in the market checks Bloomberg. They go to events. They pay to meet and
play with celebrity gamers. Gaming is no longer only about game
publishers selling a gaming app or a console game for Nintendo,†he
says. “There are cultures around these things. You can be Twitch and
provide a platform and watch people play and talk about your favorite
game,†he says.
Yes, Dan and Phil have taken their Sims gaming enthusiasm to
a live studio audience at arenas in the U.S. They were in Providence,
Rhode Island, at the Dunkin Donuts Center late last year.
Kestenbaum sums it all up for investors: “The opportunities here are absolutely enormous.â€
For media or event bookings related to Brazil, Russia, India or China, contact Forbes directly or find me on Twitter at @BRICBreaker
Posted by AGORACOM-JC
at 10:54 AM on Monday, June 3rd, 2019
Canadian pot edibles, topicals market worth $2.7B: Deloitte
Armina Ligaya, The Canadian Press
Canadian market for next-generation cannabis products is worth an estimated $2.7 billion annually, with edibles contributing more than half, according to a new report from Deloitte.
TORONTO — The Canadian market for next-generation cannabis products is worth an estimated $2.7 billion annually, with edibles contributing more than half, according to a new report from Deloitte.
This spending once the final edible pot regulations roll out in the
coming months is expected to be on top of the roughly $6-billion
estimated domestic market for recreational and medical cannabis, the
consultancy said Monday.
Consumers are looking to snap up these new pot products in addition
to the dried flower, oils, plants and seeds they have been buying from
legal retailers since legalization last fall, a recent survey of 2,000
Canadians conducted by Deloitte suggests.
The first wave of legalization last October was quite limited in
terms of product range and the type of consumer, said Jennifer Lee,
Deloitte Canada’s cannabis national leader.
“When we legalize in October again for edibles, we are in a world
where the formats and the assortment is much broader,” she said. “The
use cases are much broader.”
Canada is gearing up to legalize cannabis-infused foods, beverages,
topicals and other next-generation products in the coming months, once
Ottawa rolls out the final regulations.
Pot companies, as well as food and beverage makers, have been
preparing to roll out their own pot-infused products which they
anticipate will appeal to a broader audience — particularly those who
aren’t interested in smoking weed.
The federal government wrapped up its consultation on the draft
edible rules in February, and has said the regulations must be brought
into force no later than Oct. 17, 2019.
Deloitte estimates that roughly $1.6 billion will be spent on edibles
in Canada, followed by cannabis-infused beverages at $529 million and
topicals at $174 million. Spending on concentrates is expected to hit
$140 million, followed by tinctures at $116 million and capsules at $114
million.
Roughly half of likely edible users surveyed by Deloitte say they
plan to consume gummy bears, cookies, brownies or chocolate at least
every three months.
The global market for alternative cannabis products is expected to
nearly double over the next five years, the consultancy added.
Lee doesn’t expect these new products to eat into revenues from existing categories in Canada, at least in the early days.
“Over time, in the long term, you may,” she said. “But right now,
there’s too much demand in the market and there’s not enough product.”
Legal pot retailers, both government and privately owned, have been
contending with a shortage of cannabis since legalization last October,
but have said the situation has improved in recent months.
For example, the Alberta government lifted its moratorium on new cannabis retail licences, citing an increase in the pot supply.
Deloitte’s market estimates for cannabis 2.0 products reflect overall
Canadian consumer demand, but realizing the market’s full potential too
may take some time. Many of the new pot products may not be available,
or available in sufficient quality, come October, Deloitte said.
Companies should take a three- to five-year view on the market, said Lee.
“The regulations will need time to settle, even after legalization in October,” she said.
While this presents a growth opportunity for companies readying
themselves for the next wave of the green rush, it may come at the
expense of sales in more established industries.
“Our research is showing that the occasions that consumers use the
product, i.e. mostly edibles, overlap a lot with alcohol … On a
limited wallet, there are going to be tradeoffs,” Lee said.
As well, consumers view topical cannabis products such as lotions
used for ailments such as pain as a potential replacement for other
medicinal products, Deloitte’s survey showed.
“This could be cause for concern for the traditional pharmaceutical
sector, as 45 per cent of current consumers and 48 per cent of likely
consumers say they see cannabis topicals as an alternative to
prescription medications, not a complement,” Deloitte said in the
report.
Deloitte surveyed 2,000 adult Canadians online between Feb. 26 and March 11.
According to the polling industry’s generally accepted standards,
online surveys cannot be assigned a margin of error because they do not
randomly sample the population.
Cannabis Canada is BNN Bloomberg’s in-depth
series exploring the stunning formation of the entirely new – and
controversial – Canadian recreational marijuana industry. Read more from
the special series here and subscribe to our Cannabis Canada newsletter to have the latest marijuana news delivered directly to your inbox every day.
Posted by AGORACOM-JC
at 9:47 AM on Monday, June 3rd, 2019
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Big banks are launching a blockchain trade platform powered by ‘Bitcoin-like’ token
The financial giants have poured over $60 million into the new company, called Fnality International.
The token, which has been in the works for four years now, will function both as a payment device and a “messenger that carries all the information required to complete a trade,†according to the report.
Story by: Mix
The banking industry wants to blockchain too
The banking industry is hell-bent on taking over the nascent
blockchain and cryptocurrency market. A group of financial firms led by
UBS Group AG is eyeing blockchain technology for settling cross-border
trades worldwide with its own “Bitcoin-like†token.
The 14 firms – including Barclays, Nasdaq, Credit Suisse Group, Banco
Santander, ING, and Lloyds Banking Group – have registered a new entity
to control the devleopment of the token, dubbed ‘utility settlement
coin’ (or USC for short), The Wall Street Journal reports
The financial giants have poured over $60 million into the new
company, called Fnality International. The token, which has been in the
works for four years now, will function both as a payment device and a
“messenger that carries all the information required to complete a
trade,†according to the report.
The new permissioned
blockchain system will purportedly make cross-border trades much faster
and less risky. “You remove settlement risk, the counterparty risk, the
market risk,†UBS investment strategy head Hyder Jaffrey told the WSJ.
“All of those risks add up to costs and inefficiencies in the
marketplace.â€
In addition to the previously mentioned institutions, Bank of New
York Mellon Corp., Canadian Imperial Bank of Commerce , State Street
Bank & Trust Co., Commerzbank AG, KBC Group NV, Mitsubishi UFG
Financial Group Inc., and Sumitomo Mitsui Banking Corp have also agreed
to use the USC token.
The new platform is expected to take off within the next 12 months, which corroborates past reports suggesting the platform will be fully operational by 2020.
It remains to be seen if USC is more of a cryptocurrency than JP Morgan’s token, though.
Posted by AGORACOM-JC
at 9:14 AM on Monday, June 3rd, 2019
Syndicate of agents led by Haywood Securities Inc. and including Echelon Wealth Partners Inc, under which the Agents have agreed to offer for sale units of the Company,
On a “best effort†private placement basis, subject to all required regulatory approvals, at a price per Unit of $0.27 for total gross proceeds of up to approximately $5,000,000
VANCOUVER, British Columbia, June 03, 2019 – Good Life Networks Inc. (GOOD:TSX.V) (“GLN†or the “Companyâ€), is pleased to announce that it has entered into a letter of engagement with a syndicate of agents led by Haywood Securities Inc. and including Echelon Wealth Partners Inc. (together, the “Agents“), under which the Agents have agreed to offer for sale units of the Company (the “Unitsâ€), on a “best effort†private placement basis, subject to all required regulatory approvals, at a price per Unit of $0.27 (the “Offering Priceâ€), for total gross proceeds of up to approximately $5,000,000 (the “Offeringâ€). Each Unit shall consist of one common share of the Company (a “Shareâ€) and one-half of one common share purchase warrant (each whole warrant, a “Warrantâ€). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $0.35 for a period of 24 months following the closing of the Offering.
The Company has granted the Agents an over-allotment option to offer
for sale up to an additional $1,000,000 of Units at the Offering Price,
exercisable in whole or in part, at any time on or prior to 48 hours
prior to the closing of the Offering.
In the event that, after the date that is six months following the
closing of the Offering, the closing trading price of the Shares on the
TSX Venture Exchange (the “TSXVâ€) is at or above $0.90
per Share for a period of 20 consecutive trading days, the Company may
accelerate the expiry date of the Warrants by giving notice to the
holders thereof and in such case the Warrants will expire on the 30th
day after the date on which such notice is given by the Company.
The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
Subscribers will be subject to a statutory hold period that extends
four (4) months plus one (1) day from the closing of the Offering.
The closing date of the Offering is scheduled to be on or about June
20, 2019 and is subject to certain conditions including, but not limited
to, the receipt of all necessary approvals, including the approval of
the TSXV and the applicable securities regulatory authorities.
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
Except for the statements of historical fact, this news release
contains “forward-looking information” within the meaning of the
applicable Canadian securities legislation that is based on
expectations, estimates and projections as at the date of this news
release. “Forward-looking information” in this news release includes
information about the proposed Offering, the anticipated closing date of
the Offering and the Company’s use of proceeds of the Offering and
other forward-looking information.
Factors that could cause actual results to differ materially from
those described in such forward-looking information include, but are
not limited to, the Offering may not close on the terms and timing
anticipated, or at all; and the Company will not obtain TSXV approval of
the Offering.
The forward-looking information in this news release reflects the
current expectations, assumptions and/or beliefs of the Company based
on information currently available to the Company. In connection with
the forward-looking information contained in this news release, the
Company has made assumptions about the Company’s ability to close the
Offering, including obtaining TSXV approval. The Company has also
assumed that no significant events occur outside of the Company’s normal
course of business. Although the Company believes that the assumptions
inherent in the forward-looking information are reasonable,
forward-looking information is not a guarantee of future performance and
accordingly undue reliance should not be put on such information due to
the inherent uncertainty therein.
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.
EdTech Start-up Business: Scope & Opportunity in India
The start-up of EdTech or Educational Technology was quite simple. Computers helped in teaching arithmetic and some grammar to young school students. The concept was elementary. And it happened long before the internet had invaded our home. With the internet, modern devices and highly sophisticated software available at every nook & corner
The start-up of EdTech or Educational Technology was quite simple.
Computers helped in teaching arithmetic and some grammar to young school
students. The concept was elementary. And it happened long before the
internet had invaded our home.
With the internet, modern devices and highly sophisticated software
available at every nook & corner of even the semi-developed cities
in India. Now, the scope of reach of education has widened like never
before. The impact of Edtech on education, society in general, is
amazing. And this sector as a business opportunity is within the grasp
of all aspiring start-ups.
What is EdTech?
“A picture is worth a Thousand words.â€
With technology being introduced in the field of education, you would
find audios, videos and 3D animation, instead of that Picture. This has
made learning far more dynamic and interactive.
To define simply, any technology that supports education is EdTech.
Today, we don’t imagine school as only a blackboard, a teacher and
some desks. Present day student receives and uploads homework
assignments on the school portal. The rise in EdTech start-up has meant
that they can practice Mathematics online, understand the Biology images
using 3D techniques. Quick and accurate checks help in enhancing the
performance of the students. Such has been the rise in educational
technology.
The true essence of EdTech lies in using technological advances to
improve the education system. It facilitates learning and improves
performance by creating and managing appropriate technology tools.
EdTech Start-ups have changed Learning to e-Learning.
Scope of EdTech Start-up
When every moment of our daily life is being shaped by technology,
then how can education be any different? Technology is making a huge
impact in the field of education as well.
Over the past few years, you must have noticed the immense growth of
EdTech start-up. The companies which started-up in EdTech, even a few
years ago, have gained ground. They have managed to touch unfathomable
heights in business.
A leading example is BYJU’s, the EdTech and Online Tutoring Firm
started up in 2011. In March 2019, it was the world’s most valued
EdTech company at $5.4 billion (Rs 37,000 crore), according to
Wikipedia.
Due to all these developments, people are finding it worth to invest in this innovative new concept.
EdTech start-ups are transforming lives and reinventing businesses.
To provide more data and numbers:
India stands at 145 out of the 191 countries on the Education Index, as per UN,
Its rank is 168 out of 234 countries as per UNESCO with a literacy rate of 72%,
India is ranked at 72 out of the 73 countries considered by OECD.
If you are an aspiring entrepreneur, this data might mean an exciting opportunity for you.
Scope in India
“We, Indians have always had a fixation with education.â€
Any country’s education needs can be met by the government up to a
certain level. Unless innovation is introduced, all systems end up
eventually. This is where entrepreneurship comes in. To bring a
freshness of ideas into the system. India has a whole industry in
education. In waiting for entrepreneurs to take advantage of their
opportunities.
In the year 2016, the Indian Education Industry was valued at $100
billion. This is expected to almost double by 2020 to $180 billion. The
increase in literacy rate and digital learning would be instrumental in
this growth. EdTech itself was estimated at $2 billion. The School
segment consists of primary and secondary school education. This forms
52% of the education industry. This segment offers the biggest
opportunities for development.
Education, including EdTech, has seen a rise in funding. While 4-5
years ago, the annual investment was approx US$20 million. However, the
total funding has seen an extraordinary hike. It has been forecasted as
exceeding US$ 180 million for the year 2020.
Viewing this data, you won’t be surprised to know that major
investors from all over the world are paying close attention to the
developments in Indian EdTech start-up scenario. Some have already
jumped in the fray. In the private sector, Tata Consultancy Service
(TCS) has teamed up with IIM, to give you one example.
The government has also accepted its importance.
Funding for your EdTech start-up may come from both private and
government sources. For example Start-Up India. This is a program by the
Central Government. It has been set up with the objective to promote
start-ups by providing easier bank loans. Another initiative is Atal
Innovation Mission or AIM. It seeks to promote entrepreneurship. Then
there is the Swayam initiative. A program that is planned to offer about
200 e-courses and another 10,000 e-courses under the AICTE.
Some important foreign players are also entering the market. They are
investing to support EdTech start-up. They are Goldman Sachs, Times
Internet, Mark Zuckerberg’s investment fund, to name a few.
Important Factors to Consider
“Every Path to Success is riddled with Challenges.â€
Incorporating an EdTech company and making your start-up work may not
be as smooth as it seems. You may face many difficulties with
your EdTech start-up. For instance, if you are thinking of setting up an
institution supporting school education, an endorsement from school may
boost your start-up to succeed. But the question is how do you get that
necessary endorsement? For that, you may need to prove to them that you
would add value to their brand as well.
On the roadway to success, you will find yourself faced with many
such challenges and mistakes. And you would need to encounter those.
You must strategise your entrance into the EdTech Start-up market. You would need to team up with some technology specialists. You can choose to collaborate with educators. You may follow tips from experts. Of course, a great way to start will be thinking up a new and unique idea.
Below we suggest some strategies and ideas that you may want to
follow to succeed in this highly competitive world of EdTech Start-ups:
Identify your Niche: The first step will be to identify
what exact problem your EdTech Start-up will be solving. This Solution
Statement will clearly suggest your niche. What field do you want to
cater to the education sector?
The Hierarchy for your EdTech Start-up: Before getting company registration
for your business, each promoter/founder must be clear about their
roles, authorities, responsibilities and respective share in the
business. Deciding on these unavoidable and awkward topics first hand
would give each one of you a sense of security. It leads to better
involvement. And avoid many complications in future.
Learn from Others: Join some community of entrepreneurs
from the same field. Get exposed to the work style of other EdTech
directors. More the number, better the exposure and learning. Evaluate
which one is suitable for yourself. Which one would be easiest for you
to adapt to? Develop a mix and refined to suit your business. You may
also make friends. So they would share their personal experiences. The
challenges they must have faced and how they could overcome them.
Proximity to the Audience: You should place yourself
near to a good educational institution. A university would be best. You
can take help of the university students to help you would in project
completions, undertake researches and other initial tasks. With their
innovative ideas, you can test your concept on them.
Testing: The product or service get tested by real
testing. Presenting your product in the real market is the actual test.
No matter how good your team is, some mistakes do slip by. The Beta
Testing will check what errors have been ignored. It will also test the
viability of your product.
Quality: The quality of the services you would be
providing is a key factor to consider. Even if the technology you use is
cutting edge, it would still be very difficult for your EdTech Start-up
to succeed if you do not support it with great educational content.
Building the Team: The core of an EdTech Start-up is
technology. It needs to be kept up-to-date. Regular upkeep is an
important factor for success. To serve this purpose you would need a
strong and stable technology team. The team should not only be hired on
the basis of their existing skill set and qualifications. They must also
have the eagerness to learn and improve themselves. They should be
proactive enough to work out solutions to problems. The work culture of a
start-up is different from that of the corporates that have been
running for some time. You are responsible to hire responsible persons
for the success of your EdTech Start-up. They should be willing
to adjust according to the demands.
Keep Room to Upgrade: All innovative ideas are a work
in progress. No product is final. There is always room for improvement
and upgrade. Once your course has been launched, try to listen to the
customers. Later you can incorporate those new ideas, features and needs
into your course. This way your course will get better. Therefore, it
is advisable not to spend too much time in going live with your product.
Keep improving it periodically to keep it up-to-date with the current
latest technology.
Sales & Marketing: The sales of your product must
reach the required level as anticipated at the start. You need to spread
the word about your new EdTech Start-up on various media platforms. You
may need to keep a separate fund out of the budget for the marketing.
Keep evaluating the sales numbers frequently. Keep revising and
improving on the sales and marketing plans.
Keep on learning: Knowledge and education keep
evolving. And because you have decided to start your business as an
educational institution, you must never get tired of learning. This will
keep you updated with the latest trends in technology. Many sources are
available online as well. The technology gets upgraded almost daily. So
try to use the best and the latest one for your business.
“Learning is a Continuous Process.â€
Make adjustments: You may have planned very carefully
the operations and growth of your business. But some circumstances may
come up causing you to change or drop out. You may get faced with
certain situations right at the time when you feel all has been set and
your business is ready to fly. be adaptable. The EdTech practices keep
changing and you may need to adjust accordingly. It may be financial,
strategic, legal or a change in the business model.
“Change is inevitable.â€
Funding: Funding is the primary concern for all
enterprises. Many great ideas have not taken shape because they didn’t
have the backing of sufficient funds. To incorporate an innovative idea
in your EdTech Start-up, you should try to connect with various sources.
The single funding source can put restrictions on some of the workable
ideas. Sometimes, the source may not be able to provide financial help,
as frequently as required.
Don’t lose sight of your Goal: You have decided to
start a business in the sector which shapes the future. Be it the
student, her family, those who are connected to her. Those who will
connect to her in the future. Remember to keep the values of teaching
intact. The virtuosity will also give a boost to your business. Because
you are adding not only qualifications to a resume but moulding a
person.
Work on the Feedbacks: You must keep a way of receiving
feedback open in your product. You can invite other educators to try
out your products, apps, tools. You can also provide teachers with
Professional Development courses. This will assist them in using your
technology. Their feedback may prove to be invaluable to the survival of
your start-up. You should work to take regular feedback from the
students and the teacher. And work to improve your product. If users are
satisfied then they’ll be encouraged to use and recommend your product.
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.
