Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker”), the digital sports media company that delivers authentic content experiences through its portfolio of sports media and technology brands, announced today that it has entered into a credit agreement (the “Credit Agreement”) with Beedie Investments Ltd. (“Beedie Capital”) for a convertible loan facility of up to the principal amount of US$20 million (the “Convertible Facility”).
Concurrently with entering into the Credit Agreement, Playmaker received an initial advance of US$15 million under the Convertible Facility (the “Initial Advance”). The remaining US$5 million will be available for subsequent advances in minimum tranches of US$2.5 million (each a “Subsequent Advance”) over the term of the Convertible Facility.
“Beedie Capital has an incredible reputation for being true value-added partners and we are excited about having them partner with us”, said Jordan Gnat, Playmaker CEO. “This opportunity to strengthen our balance sheet will allow us to continue to execute on our strategy of rolling up profitable digital media assets that cover major sports in important markets, while growing our existing brands organically.”
“We are thrilled to be partnering with the Playmaker team with this growth capital investment”, said David Bell, Managing Director, Beedie Capital. “Playmaker has built a highly scalable digital platform with one of the largest and most engaged audiences in sports media, and we are excited to support them along their next phase of growth.”
Terms of the Convertible Facility
At any time during the term of the Convertible Facility, Beedie Capital may elect to convert the principal amount of the Initial Advance into common shares of Playmaker (each a “Common Share”) at a conversion price of $0.70 per Common Share, subject to adjustment in accordance with the terms of the Credit Agreement (the “Initial Conversion Price”), which represents a 77% premium to the $0.395 trading price per Common Share on the TSX Venture Exchange (the “TSXV”) on the close of business on July 11, 2022.
The Convertible Facility bears interest at a fixed rate of 9% per annum on advanced funds and carries a standby fee equal to 1.25% per annum on the unadvanced portion of the Convertible Facility compounded monthly and payable in arrears. In addition, Playmaker has paid Beedie Capital a commitment fee equal to 1.5% of the total amount of the Convertible Facility. Subject to the terms of the Credit Agreement, the Convertible Facility, including all Subsequent Advances, will have a term of four years from the date of the Initial Advance and may be prepaid, subject to certain conditions including the payment of applicable prepayment fees. Draws of Subsequent Advances are subject to the approval of Beedie Capital for the acquisition to be financed by such Advance, as well as applicable regulatory and stock exchange approvals.
Subject to the approval of the TSXV, the principal amount of any Subsequent Advance will be convertible into Common Shares at a deemed price per Common Share equal to the higher of: (i) the market price of the Common Shares less the maximum permitted discount under the rules and policies of the TSXV, and (ii) a 20% premium above the 25 trading day volume-weighted average trading price (“VWAP”) of the Common Shares, in each case measured on the earlier of (a) close of trading on the trading day immediately prior to the announcement of the acquisition to be the financed with such Subsequent Advance, and (b) the funding date of the Subsequent Advance (each a “Subsequent Conversion Price”).
Under the terms of the Credit Agreement, Playmaker is entitled to require Beedie Capital to convert up to 50% of the principal amount of the Initial Advance or any Subsequent Advance in the event that the 20 trading day VWAP of the Common Shares equals or exceeds a 50% premium to the Initial Conversion Price or the Subsequent Conversion Price, as applicable.
While Beedie Capital has at least US$10 million in capital invested in Playmaker, Beedie Capital will be entitled to have an observer on Playmaker’s board of directors (the “Board”). Should Beedie Capital own at least 10% of the issued and outstanding Common Shares, calculated on a non-diluted basis, it will have the option to require Playmaker to nominate a representative to the Board for the period it continues to hold at least 10% of the Common Shares.
Common Shares issued on conversion of the Convertible Facility will be subject to a statutory resale restriction in accordance with applicable Canadian securities laws, expiring four months and one day from the date of the applicable advance, in addition to such other restrictions as may apply under the policies of the TSXV.
The Convertible Facility will be secured by substantially all of the assets of Playmaker and certain of Playmaker’s subsidiaries.
Proceeds from the Initial Advance will be used by Playmaker for the payment of transaction fees, costs and expenses, permitted acquisitions, payment of existing vendor take back (“VTB”) and earnout obligations, future VTB’s and earnout obligations, prescribed growth capital and such other uses as agreed to by Playmaker and Beedie Capital from time to time.
In connection with the funding of the Initial Advance, Playmaker paid Canaccord Genuity Corp. (“Canaccord”) a cash fee equal to 4% of the gross proceeds of the Initial Advance pursuant to the terms of an advisory agreement dated as of May 5, 2022 between Playmaker and Canaccord.
TSX VENTURE EXCHANGE DISCLAIMER
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Playmaker’s current expectations regarding future events. The words “will”, “expects”, “anticipates”, “believes”, “plans”, “intends” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. This forward-looking information is based on our opinions, estimates and assumptions that, while considered by Playmaker to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to changes in general economic, business and political conditions, the completion of the transactions contemplated in this press release in the manner anticipated and those factors discussed in greater detail under the “Risk Factors” section in Playmaker’s annual information form for the year ended December 31, 2021, which is available under our profile on SEDAR at www.sedar.com, and should be considered carefully by prospective investors. Playmaker undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
ABOUT PLAYMAKER CAPITAL INC.
Playmaker Capital Inc. (TSX-V: PMKR; OTC: PMKRF) is a digital sports media company that lives at the intersection of sports, gambling, media and technology. Playmaker is building a premier collection of sports media brands, curated to deliver highly engaged audiences of sports fans to sports betting companies, leagues, teams and advertisers.
For more information, visit: http://www.playmaker.fans/ or contact Playmaker Chief Executive Officer Jordan Gnat via email jgnat@playmaker.fans. |T: (416) 815-4993.
To sign up for Playmaker’s Investor Alerts, visit: playmaker.fans/investors.
ABOUT BEEDIE CAPITAL
Beedie Capital is a multi-strategy direct investment platform that manages the alternative investments for Beedie, one of the largest private companies in Western Canada. It deploys capital using a flexible, evergreen mandate, and applies a highly agnostic approach to the duration, structure and size of its investments. Beedie Capital combines the strategic capabilities of an institutional investment platform with the flexibility and entrepreneurial mindset of a privately owned business.
Beedie Capital invests in any sector, with a core focus on Technology, Tech-enabled Services, and Metals and Mining, and seeks to grow its invested capital alongside the enterprise value of its investments. Visit: www.beedie.ca/capital
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