MILL VALLEY, CA, July 6, 2015 /CNW/ - POYDRAS GAMING FINANCE CORP. (TSX-V: PYD) ("Poydras" or the "Company") is pleased to announce that it has closed its offering (the "Offering") of 109,546,000 subscription receipts (including a partial exercise of the over-allotment option) at a price of $0.07 per subscription receipt (the "Subscription Receipts") for gross proceeds of $7,668,220. In connection with the Offering, Dundee Securities Ltd. and Mackie Research Capital Corporation acted as co-lead agents on behalf of a syndicate including Global Securities Corporation (collectively, the "Agents").
Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration, one common share of the Company (each, a "Common Share") upon closing of the acquisition (the "Acquisition") by the Company of Integrity Gaming Inc, Aurora Gaming Inc. and Integrity Gaming of Kansas, Inc.
The proceeds from the sale of the Subscription Receipts (the "Escrowed Funds") will be held by Computershare Trust Company of Canada, as escrow agent (the "Escrow Agent"), and invested in short-term obligations of, or guaranteed by, the Government of Canada pending completion of the Acquisition. Upon the Acquisition being completed on or before the date that is 90 days from the date of completion of the Offering, the Escrowed Funds and the interest thereon will be released to the Company and each holder of Subscription Receipts will receive one Common Share for each Subscription Receipt held. The Company will utilize the Escrowed Funds to fund the Company's outstanding placement fees and related acquisition costs for gaming machines pursuant to the Tonkawa Agreement (as defined in the Company's Short Form Prospectus dated June 24, 2015), to fund the cash portion of the purchase price for the Acquisition and for general working capital purposes.
"With the completion of this Offering, last week's debenture holder consent, and the recent receipt of the remaining regulatory approvals, we have met all of our major closing conditions for the acquisition of the Integrity Companies," said Peter Macy, Chief Executive Officer of Poydras. "We are looking forward to closing the Acquisition in the next two weeks."
The Company has granted the Agents an over-allotment option, which option has been exercised in part and remains further exercisable in whole or in part, to purchase up to 5,454,000 additional Subscription Receipts at any time on or prior to the date that is 30 days following the closing of the Offering to cover over-allotments, if any, and for market stabilization purposes.
The Company has agreed to pay the Agents a cash commission equal to 6% of the gross proceeds of the Offering, of which 50% was paid on closing of the Offering and the balance will be payable upon release of the Escrowed Funds. The Company has also agreed to issue to the Agents that number of non-transferable share purchase warrants (the "Agents' Warrants") equal to 3% of the number of Subscription Receipts issued in the Offering upon release of the Escrowed Funds. Each Agents' Warrant will be exercisable to acquire common shares at a price of $0.07 per common share for a period of 24 months from the closing of the Offering.
About Poydras Gaming Finance Corp.:
Poydras Gaming is focused on leasing and financing gaming machines (such as slot machines) and related capital expenditures for existing casinos, new casino developments and gaming machine suppliers in the United States. It owns and finances slot machines including long-term lease contracts across six casinos in Oklahoma and a financing agreement with a gaming machine supplier based out of California. Additional information about the Company can be found on the SEDAR website at www.sedar.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.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward- looking information include, among others, risks arising from general economic conditions and adverse industry events.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
SOURCE Poydras Gaming Finance Corp.