Friday, 17 August 2018 05:41 PM
ProSmart Enterprises Inc. (TSXV:PROS) (“ProSmart” or the “Company”), a global online network, connecting sports fans, teams and brands, announces a share consolidation on the basis of one (1) post-consolidation common share for every four (4) pre-consolidation common shares (the “Consolidation”) and has entered into an investor relations consulting agreement (the “IR Agreement”) with Opus 3 Capital Inc. (“Opus 3”) for the provision of various investor relations and capital markets services.
Management anticipates that the Consolidation and IR Agreement will help to increase investor interest, improve trading liquidity and enhance the Company's ability to raise additional capital for its rapidly-growing online network and proprietary marketplace engine, which provides unprecedented access to the $1.3 trillion sports market.1
The Consolidation
ProSmart received approval for the Consolidation from its Board of Directors on February 9, 2018 and from the TSX Venture Exchange (the “Exchange”) on February 28, 2018. The Company’s shares will commence trading on a post-consolidated basis effective at the opening on March 6, 2018. The post-consolidation common shares of the Company will be assigned a new CUSIP number of 743474207 (ISN CA7434742077).
The Consolidation affects all shareholders uniformly (except for the treatment of post consolidated fractional common shares, as noted below) and will not affect any shareholder’s proportional ownership interest in the Company. The principal effect of the Consolidation is that the number of common shares issued and outstanding has been reduced from approximately 95,802,087 pre-consolidation common shares outstanding to approximately 23,950,539 post-consolidated common shares. The exercise price and the number of shares issuable under any outstanding options, warrants and RSUs of the Company will be proportionately adjusted to account for the Consolidation.
Alan Schuler, Co-founder and CEO, stated, “As our recent deal with Canucks Sports & Entertainment (owner of the Vancouver Canucks NHL team) has shown, ProSmart is entering a very exciting period. The coming months will not only include continued growth of our global, online network for sports fans, players and brands, but also the evolution of our proprietary marketplace engine and mobile app development. This Consolidation will help us attract additional capital and investor interest more effectively in the short-term and potentially position the company for long-term share price appreciation.”
No fractional post-consolidation common shares will be issued. Any fractional common shares resulting from the consolidation will be rounded to the nearest whole common share.
Letters of transmittal have been mailed to all registered shareholders holding share certificates with instructions on how to exchange existing share certificate(s) for new share certificate(s). The letter of transmittal is also available through the Company’s transfer agent, Computershare Trust Company of Canada and on SEDAR. Pre-consolidated common shares held under the Direct Registration System (DRS) will be automatically adjusted, in accordance with the ratio, to reflect the number of post-consolidation common shares.
Shareholders holding their common shares through a bank, broker or other nominee should note that banks, brokers or other nominees may have different procedures for processing the Consolidation than those put in place by the Company and Computershare Trust Company of Canada. Accordingly, shareholders who hold common shares with banks, brokers or other nominees and have questions in this regard are encouraged to contact such persons.
Agreement with Opus 3 Capital Inc.
Opus 3 provides finance and marketing services to private and small cap companies. Opus 3 has a well-established, international network of institutional, retail and high net worth investors and has raised over $200 million of equity. The company has planned and managed highly-successful investor marketing campaigns for award-winning companies listed on the TSX and TSX-V and founder, Jeremy Ross, has been board director for a number of high-growth public companies.
Says Jeremy Ross, “Opus 3 is extremely excited to work with ProSmart. This is a company with a dynamic business model and the potential to play a strong, perhaps even disruptive role in the massive, international sports market and we believe investors are going to be just as excited once the company executes on its near and long-term strategy.”
The IR Agreement with Opus 3 has an initial 6-month term (which may be terminated by the Company upon 30 days written notice) and is renewable at the mutual agreement of the parties. Opus 3 will be paid a monthly fee of $12,000 plus applicable taxes, will be reimbursed for reasonable out-of-pocket expenses, and, subject to approval of the Exchange and upon meeting certain milestones defined in the IR Agreement, will be granted stock options (the “Options”) to acquire up to 1,900,000 common shares in the capital of the Company at an exercise price to be approved by the Board. Twenty-five percent of the Options will vest immediately upon grant, while the remaining Options will vest in equal 25% installments in 4-month intervals over a period of 12 months. The Options are exercisable for a period of 5 years from the date of grant.
Opus 3 does not currently hold any shares of the Company and does not have any other direct or indirect interests in the Company.
In addition, the Company has entered into a consulting agreement (the “Consulting Agreement”) with R-266 Enterprises Ltd. (“R-266”). Pursuant to the terms of the Consulting Agreement, subject to approval of the Exchange and upon meeting certain milestones defined in the Consulting Agreement, as partial consideration for services rendered by R-266, the Company will grant 1,300,000 Options at an exercise price to be approved by the Board and award up to 600,000 restricted stock units (“RSUs”).
The IR Agreement, grant of Options and award of RSUs is subject to the approval of the Exchange.
1 “Sports Industry Statistics and Market Size” Plunkett Research, 2016.
On behalf of ProSmart Enterprises Inc.
Alan Schuler
Co-Founder & Chief Executive Officer
About ProSmart Enterprises Inc.
ProSmart (TSX-V:PROS) is a global online network connecting sports fans, teams and brands and is an emerging leader in sports content marketing through online tools and mobile apps. ProSmart works with over 1,500 governing bodies in more than 100 countries and provides unprecedented access to the $1.3 trillion sports market through its proprietary marketplace engine. ProSmart is also the first-and-only company to provide educational content created exclusively by hall-of-fame and professional athletes, which has been a key driver in building the company’s online network and connecting with youth, amateur and professional sports fans and players. ProSmart is a publicly traded company listed on the TSX-V.
For more information on ProSmart and its platforms, please visit the following links:
ProSmart Inc.: http://prosmartinc.com
RosterBot Inc.: http://rosterbot.com
ProSmart Hockey: http://prosmarthockey.com
ProSmart Football (Soccer): http://prosmartfootball.com
Stay connected with ProSmart by following us on:
LinkedIn ( www.linkedin.com/company/prosmartsports )
CrunchBase ( www.crunchbase.com/organization/prosmart-sports-development-inc )
AngelList ( www.angel.co/prosmart-sports-development )
For further investor information please contact:
Ty Summach, Chief Operating Officer
t: 1-844-927-6278 ext. 103
The shares of ProSmart Enterprises Inc. trade publicly on the TSX Venture Exchange under the symbol TSXV:PROS.
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