Aumento Capital II Corporation Announces Closing of Private Placement by Goldstar Acquisitionco Inc.
December 19 2013 - 4:12PM
Marketwired
Aumento Capital II Corporation Announces Closing of Private
Placement by Goldstar Acquisitionco Inc.
TORONTO, ONTARIO--(Marketwired - Dec 19, 2013) - Aumento Capital
II Corporation ("Aumento") (TSX-VENTURE:AQT.P), a Capital Pool
Company, is pleased to announce that Goldstar Acquisitionco Inc.
("Goldstar"), the target company for the purposes of Aumento's
previously announced Qualifying Transaction to occur by way of a
reverse take-over of Aumento through a three-cornered amalgamation
between Goldstar and a wholly-owned subsidiary of Aumento (the
"Amalgamation"), has completed its previously announced private
placement (the "Offering") of unit subscription receipts (the "Unit
Subscription Receipts") at a purchase price of $4.00 per Unit
Subscription Receipt and convertible debenture subscription
receipts (the "Debenture Subscription Receipts") at a purchase
price of $1,000 per Debenture Subscription Receipt. Canaccord
Genuity Corp. acted as sole bookrunner and lead agent (the "Lead
Agent") on behalf of itself and a syndicate of Agents, including
Cormark Securities Inc., Industrial Alliance Securities Inc.,
Clarus Securities Inc., and Global Maxfin Capital Inc.
(collectively, the "Agents") in respect of the Offering. The net
proceeds from the Offering, after taking into consideration the
Agents' commissions and expenses, which will be received by
Goldstar upon satisfaction of the Escrow Release Conditions (as
described below) will be approximately $61 million.
The Unit Subscription Receipts and Debenture Subscription
Receipts were issued pursuant to the terms of a subscription
receipt agreement (the "Subscription Receipt Agreement"), entered
into at closing of the Offering among Aumento, Goldstar, and CST
Trust Company (the "Subscription Receipt Agent").
Upon completion of the escrow release conditions set out in the
Subscription Receipt Agreement (the "Escrow Release Conditions"),
each Unit Subscription Receipt shall automatically be exchanged for
units of Goldstar (the "Goldstar Units") each Goldstar Unit
consisting of one common share of Goldstar and one quarter of one
common share purchase warrant (the "Goldstar Warrants") with each
whole Goldstar Warrant being exercisable by the holder for one
common share of Goldstar at an exercise price of $5.00 per share
for a period of two years from the date of issuance, and each
Debenture Subscription Receipt issued shall automatically be
exchanged for one debenture of Goldstar (the "Goldstar
Debentures"), and 30 Goldstar Warrants for each such Goldstar
Debenture so issued. The Goldstar Debentures, following exchange of
the Debenture Subscription Receipts, accrue interest at a rate of
5.0% per annum, payable semi-annually in arrears on June 30, and
December 31 in each year, commencing on June 30, 2014. Pursuant to
the terms of the Subscription Receipt Agreement, should the Escrow
Receipt Conditions not be satisfied within 90 days following the
closing of the Offering, Goldstar shall repurchase such Debenture
Subscription Receipts and Unit Subscription Receipts from the
subscribers. Upon completion of the Escrow Release Conditions,
Goldstar expects to issue 11.625 million Goldstar Units and 17,500
Goldstar Debentures.
As previously announced, Goldstar entered into an amended and
restated share purchase agreement on November 27, 2013 whereby
Goldstar agreed to complete the purchase, immediately prior to the
completion of the Amalgamation, from a subsidiary of Amaya Gaming
Group Inc. (TSX:AYA), all of the outstanding shares of online
casino operator WagerLogic Malta Holdings Ltd. ("WagerLogic") (see
www.intercasino.com) for consideration of $70 million (the
"WagerLogic Acquisition"). The WagerLogic Acquisition will be
funded through the payment of $60 million cash from the proceeds of
the Offering and a vendor take back promissory note of $10
million.
In connection with the Amalgamation, the Goldstar securities to
be issued pursuant to the exchange of the Unit Subscription
Receipts and the Debenture Subscription Receipts will be exchanged
or converted into an equivalent number of securities of Aumento
following upon completion of the Amalgamation upon satisfaction of
standard escrow release conditions.
Gross proceeds of the Offering are being held in escrow pursuant
to the terms of the Subscription Receipt Agreement pending
satisfaction of the Escrow Release Conditions, and upon their
release shall be utilized to complete the WagerLogic Acquisition,
pay for transaction costs associated with the Offering and the
Qualifying Transaction and general corporate purposes.
DISCLAIMERS
The TSX Venture Exchange Inc. has in no way passed judgement
upon the merits of the proposed Transactions and has neither
approved nor disapproved the contents of this press
release.
Certain statements included herein, including those that
express expectations or estimates by Aumento of its future
performance constitute "forward-looking statements" within the
meaning of applicable securities laws. Forward-looking statements
are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by Aumento at this time, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. Investors are
cautioned not to put undue reliance on forward looking statements.
Except as required by law, Aumento does not intend, and undertake
no obligation, to update any forward-looking statements to reflect,
in particular, new information or future events.
Aumento Capital II CorporationDavid DanzigerCEO(416)
641-4940david.danziger@mnp.caGoldstar Acquisitionco Inc.Keith
LaslopCFO+44 208 123 5558klaslop@goldstaracquisition.com
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