14:33:24 EST Tue 12 Nov 2019
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Lottogopher completes Galaxy Group merger, financing

2017-05-19 14:31 ET - News Release

Mr. James Morel reports

LOTTOGOPHER HOLDINGS INC. ANNOUNCES COMPLETION OF BUSINESS COMBINATION

Lottogopher Holdings Inc. has completed its acquisition of Galaxy Group LA LLC. In connection with the transaction, the company has acquired all of the units of Galaxy and completed a private placement of subscription receipts for gross proceeds of $3,505,750. The focus of the company's business going forward will be operating the Lottogopher website, an on-line provider of California state lottery tickets which allows California residents the ability to order lottery tickets on-line using debit or credit cards.

"We are very excited to close the Galaxy transaction and move forward with marketing our on-line lottery service," commented James Morel, chief executive officer and founder. "Lottogopher is focusing near term on California, a $6.3-billion market, and we do plan to launch soon in other states as well. Lottogopher has been featured in Forbes, NBC, CNN, CBS News, Time, ABC, Fox News, Los Angeles Times and the Miami Herald. We are the answer to an antiquated industry, and our membership service is resonating with not just millennials, but more and more consumers of all ages who are becoming very accustomed to transacting on-line."

Prior to the transaction, the company received conditional approval for listing from the Canadian Securities Exchange on May 10, 2017. The company's common shares are expected to trade on the CSE under the ticker symbol LOTO after the CSE's conditions for listing are satisfied and the CSE issues its final bulletin. The company's common shares are anticipated to begin trading on May 23, 2017.

The company acquired all of the issued and outstanding shares of Galaxy through a business combination in exchange for an aggregate of 20 million common shares of the company, including 1,516,890 common shares issued to settle debts of Galaxy in the amount of $291,710 (U.S.). An additional 10 million common shares are issuable upon the achievement of performance milestones in connection with the transaction.

As a condition to the completion of the acquisition, the company completed the private placement in multiple tranches from December, 2016, to March, 2017, at a price of 25 cents per subscription receipt for gross proceeds of $3,505,750. An aggregate of 14,023,000 subscription receipts were issued pursuant to the private placement, which were deemed exercised in connection with the closing of the transaction and exchanged for an aggregate of 14,023,000 common shares and 7,011,500 common share purchase warrants. Each warrant entitles the holder to acquire one common share at an exercise price of 40 cents per share prior to May 18, 2018, subject to acceleration in the event that the common shares trade at a price greater than 50 cents for 10 consecutive trading days.

In connection with the private placement, the company paid aggregate finders' fees of $264,990 cash and issued finders an aggregate of 1,049,200 share purchase warrants. Each finder warrant entitles the holder to acquire one common share at an exercise price of 40 cents per share prior to May 18, 2018.

Upon closing of the transaction, outstanding convertible debentures in the aggregate principal amount of $1,024,000 were automatically converted to common shares at a conversion price of 10 cents per common share for an aggregate of 10.24 million common shares.

Concurrent with closing the transaction, the company also issued (a) 695,360 common shares pursuant to bonus share payments payable to certain management and consultants, (b) 1,226,250 common shares at a deemed price per share of 25 cents for conversion of $306,562.50 of outstanding debt, and (c) 4,001,799 options to purchase common shares to directors, officers, employees and consultants of the company, exercisable at 25 cents per common share at any time prior to May 18, 2022. With the completion of the transaction and the private placement, the company has 62,146,861 common shares issued and outstanding (on an undiluted basis), 10,522,564 of which will be subject to an escrow agreement in accordance with the requirements of the CSE.

The company's board of directors now comprises the following individuals: James Morel, Alnesh Mohan, Norman Wareham, Lloyd John Lemmon and Kurtis Rintala. In addition, the company's executive management is as follows:

  • James Morel -- chief executive officer and president;
  • Alnesh Mohan -- chief financial officer;
  • Sheryl Dhillon -- corporate secretary.

For additional information about the company, the transaction and the private placement, see the company's final prospectus, which is available under the company's profile on SEDAR.

About Lottogopher Holdings Inc.

Lottogopher is a lottery messenger service that allows users to easily order and manage their state lottery tickets on-line using a debit or credit card. By allowing individuals to choose their numbers and safely order tickets for the official lottery drawings in California, Lottogopher makes it simple for users to keep track of their tickets and winnings. With Lottogopher, individuals can either play alone with a single ticket or create and join on-line public and private groups to pool winnings from California lotteries, including MEGA Millions, Powerball and Super Lotto Plus. Lottogopher offers memberships that allow California residents to order multiple tickets from various lotteries.

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