Stockwatch

Contagious Gaming Inc (2)
Symbol	CNS
Shares Issued	47,190,745
Close 2024-01-22	C$ 0.015
Market Cap	C$ 707,861
Recent Sedar Documents

Contagious Gaming arranges $470.3K shares for debt deal

2024-01-24 16:39 ET - News Release

Subject: Contagious Gaming Re: News Release for Dissemination Word Document File: '\\swfile\EmailIn\20240124 133320 Attachment Contagious Gaming Inc. - Clarifying News Release Regarding Shares for Debt Transaction - January 24, 2024.docx' CONTAGIOUS GAMING CLARIFIES SHARES FOR DEBT TRANSACTION VANCOUVER, B.C., January 24, 2024 - Contagious Gaming Inc. (TSX-V: CNS) ("Contagious Gaming" or the "Company") announces that further to its news release dated December 12, 2023, it wishes to clarify the details of its intended shares for debt transaction. The Company intends to settle an aggregate $470,300 in debt (the "Debt") in exchange for the issuance of an aggregate of 47,030,000 common shares (the "Shares") in the capital of the Company at a price of $0.01 per Share (the "Shares for Debt Transaction"). The proposed debt settlement is subject to the approval of the TSX Venture Exchange (the "Exchange"). The previous news release omitted the details of the non-arm's length component of the Shares for Debt Transaction. No new control person of the Company will be created pursuant to the Shares for Debt Transaction. However, certain of the Debt was accrued pursuant to consultant and management services entered into between the Company and two entities controlled by insiders of the Company (the "Insiders"). As a result, this portion of the Shares for Debt Transaction will be a non-arm's length transaction. A total of $272,000 is to be settled to the Insiders as part of the non-arm's length transaction. The issuance of the Shares to the Insiders constitutes a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the issuance of the Shares to the Insiders pursuant to the Shares for Debt Transaction will be undertaken pursuant to certain exceptions from the valuation and minority approval requirements of MI 61-101. All shares issued in connection with the Shares for Debt Transaction are subject to a statutory hold period of four (4) months plus a day from the date of issuance of the Shares in accordance with applicable securities legislation. Closing of the Shares for Debt Transaction is subject to several conditions, including receipt of all necessary corporate and regulatory approvals. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements. About Contagious Gaming Contagious Gaming Inc. (TSX-V: CNS) is in the business of developing software solutions for regulated gaming and lottery markets. The Company is currently focused on capitalizing on its proprietary digital instant lottery content. For more information on Contagious Gaming please visit www.contagiousgaming.com. For further information please contact: Craig Loverock, Chief Financial Officer Email: craig.loverock@contagiousgaming.com 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 This news release contains certain forward-looking information, including about the Shares for Debt Transaction, the receipt of all necessary regulatory approvals regarding the Shares for Debt Settlement. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise PDF Document File: Attachment Contagious Gaming Inc. - Clarifying News Release Regarding Shares for Debt Transaction - January 24, 2024.pdf CONTAGIOUS GAMING CLARIFIES SHARES FOR DEBT TRANSACTION VANCOUVER, B.C., January 24, 2024 Contagious Gaming Inc. (TSX-V: CNS) ("Contagious Gaming" or the "Company") announces that further to its news release dated December 12, 2023, it wishes to clarify the details of its intended shares for debt transaction. The Company intends to settle an aggregate $470,300 in debt (the "Debt") in exchange for the issuance of an aggregate of 47,030,000 common shares (the "Shares") in the capital of the Company at a price of $0.01 per Share (the "Shares for Debt Transaction"). The proposed debt settlement is subject to the approval of the TSX Venture Exchange (the "Exchange"). The previous news release omitted the details of the non-arm's length component of the Shares for Debt Transaction. No new control person of the Company will be created pursuant to the Shares for Debt Transaction. However, certain of the Debt was accrued pursuant to consultant and management services entered into between the Company and two entities controlled by insiders of the Company (the "Insiders"). As a result, this portion of the Shares for Debt Transaction will be a non-arm's length transaction. A total of $272,000 is to be settled to the Insiders as part of the non-arm's length transaction. The issuance of the Shares to the Insiders constitutes a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the issuance of the Shares to the Insiders pursuant to the Shares for Debt Transaction will be undertaken pursuant to certain exceptions from the valuation and minority approval requirements of MI 61-101. All shares issued in connection with the Shares for Debt Transaction are subject to a statutory hold period of four (4) months plus a day from the date of issuance of the Shares in accordance with applicable securities legislation. Closing of the Shares for Debt Transaction is subject to several conditions, including receipt of all necessary corporate and regulatory approvals. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements. About Contagious Gaming Contagious Gaming Inc. (TSX-V: CNS) is in the business of developing software solutions for regulated gaming and lottery markets. The Company is currently focused on capitalizing on its proprietary digital instant lottery content. For more information on Contagious Gaming please visit www.contagiousgaming.com. For further information please contact: Craig Loverock, Chief Financial Officer Email: craig.loverock@contagiousgaming.com 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 This news release contains certain forward-looking information, including about the Shares for Debt Transaction, the receipt of all necessary regulatory approvals regarding the Shares for Debt Settlement. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise