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Calgary, Alberta – TheNewswire – December 15, 2022 – VIP Entertainment Technologies Inc. (“VIP” or the “Company”) (TSXV:VIP) is pleased to announce the closing of its non-brokered private placement (the “Offering”) of 9,736,000 units (the “Units”), at a price of CAD $0.05 per Unit for gross proceeds of CAD $486,800.
Each Unit is comprised of one common share of the Company (each a “Common Share“) and one-half of one common share purchase warrant (each full warrant, a “Warrant“). Each Warrant entitles the holder to acquire one Common Share from the Company at a price of $0.10 per Common Share until December 15, 2024.
Certain management and directors participated in the placement for a total of $116,500 which equates to 2,330,000 units.
The net proceeds of the Offering will be used by the Company for general working capital and to continue the Company’s strategy of identifying and investigating potential targets for its rollup strategy.
All securities issued pursuant to the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.
Related Party Transaction
The involvement of management in the Offering are “related party transactions” within the meaning of MI 61-101 and the Company is relying on the exemptions in sections 5.5(b) and 5.7(1)(b) [Issuer Not Listed on Specified Markets and Fair Market Value Not More Than $2,500,000, respectively] of MI 61-101 in connection with such transactions, as the Company is not listed on a specified market and the aggregate fair market value of such transactions does not exceed $2,500,000, as determined in accordance with MI 61-101.
Early Warning Requirements
Randy Jennings and Theresa Jennings, insiders of the Company, acquired Common Shares of the Company in connection with the Offering requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Immediately prior to the Offering, Randy Jennings owned and exercised control over an aggregate of 12,755,102 Common Shares and 200,000 options to purchase Common Shares of the Company, representing an interest of approximately 15.8% of the issued and outstanding voting securities of the Company on a non-diluted basis and 16.1% of the issued and outstanding securities of the Company assuming conversion of the options.
As a result of the Offering, Randy Jennings will own and exercise control over an aggregate of 13,425,102 Common Shares, 335,000 Warrants, and 200,000 options to purchase Common Shares of the Company representing approximately 14.9% of the issued and outstanding voting securities of the Company on a non-diluted basis and 14.6% of the issued and outstanding securities of the Company, assuming conversion of the options and exercise of the Warrants.
Immediately prior to the Offering, Theresa Jennings owned and exercised control over an aggregate of 13,426,485 Common Shares and 200,000 options to purchase Common Shares of the Company, representing an interest of approximately 16.7% of the issued and outstanding voting securities of the Company on a non-diluted basis and 16.9% of the issued and outstanding securities of the Company assuming conversion of the options.
As a result of the Offering, Theresa Jennings will own and exercise control over an aggregate of 14,096,485 Common Shares, 335,000 Warrants, and 200,000 options to purchase Common Shares of the Company representing approximately 15.6% of the issued and outstanding voting securities of the Company on a non-diluted basis and 15.4% of the issued and outstanding securities of the Company, assuming conversion of the options and exercise of the Warrants.
The Investors acquired the Units for investment purposes only and intends to review its holdings on a continuing basis and such holdings may be increased or decreased in the future. A copy of the Form 62-103F1 – Early Warning Report filed in connection with this disclosure may be found on www.SEDAR.com.
Wallfair Transaction
The Company would also like to announce that the proposed acquisition of Wallfair NV and Wallfair LTD has been terminated after a an expansive due-diligence period.
About VIP Entertainment Technologies Inc.
VIP delivers sports betting, casino games and poker through its VIP Bets platform. In addition, it has recently launched its Free to Play platform, VIPFree2Play. The Company has plans to continue to expand its offering to the gaming industry. Since 2016, VIP has handled approximately $150,000,000 in wagers through its licensed online gaming services.
For further information please visit www.vipentertainmentgroup.ca or contact:
Joel Donais – Chief Executive Officer
+1-587-436-5635
Neither the TSXV 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.
This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that VIP anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass.
Forward-looking statements are based on assumptions, including expectations and assumptions concerning the acquisition of Wallfair and the Company’s growth plan. While VIP considers 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. 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. Readers are cautioned that the foregoing list is not exhaustive and other risks set out in public disclosure recorded and filed under the Company’s profile on www.sedar.com. Readers are further cautioned not to place undue reliance on forwardlooking 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 VIP Entertainment Technologies Inc. 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. VIP Entertainment Technologies Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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