(Toronto, Ontario: January 30, 2017) – Quantum International Income Corp. (the “Corporation” or “Quantum“) (TSXV: QIC) announces that it has entered into separate letter agreements with Triple 7’s Amusement LLC (“Triple 7“) and Lucky Star Amusement (“Lucky Star” and together with Triple 7, the “Targets“), in each case, dated January 17, 2017 pursuant to which the Corporation, or its designated affiliate, will acquire (the “Acquisitions“) 100% of the businesses of the Targets, which are each highly profitable digital skill-based gaming terminal operators based in the U.S. State of Georgia. Lucky Star and Triple 7 assemble, distribute, own and operate over 110 skill-based digital gaming terminals in over 20 locations and over 130 skill-based digital gaming terminals in over 25 locations throughout Georgia, respectively. Both Lucky Star and Triple 7 terminals are fully licensed and governed by the Georgia State Lottery and offer players a variety of skill-based coin-operated amusement machines.
The letter agreements between the Corporation and the Targets were the result of separate negotiations between the Corporation and the vendors in respect of each of the Targets (each, a “Vendor“). Each of the Acquisitions is an arm’s length transaction and will be completed under the expedited acquisition process of the TSX Venture Exchange (“TSXV“).
“We are thrilled at the opportunity to add the Lucky Star and Triple 7 assets to Quantum’s gaming interests” commented Manu K. Sekhri, Chief Executive Officer of the Corporation. “We are continuing to aggressively pursue our consolidation strategy in Georgia and the access to acquisition capital through our existing facility with Trive Capital accelerates this plan”.
Triple 7’s unaudited gross revenue was US$3.06M and Lucky Star’s was US$1.34M, respectively, for the year ended December 31, 2016. Readers are cautioned that the foregoing information was provided to the Corporation by the Targets as is based, according to the Vendors, on reports from the Georgia Lottery Corporation. The information has not been audited or otherwise verified by the Corporation and this should not be relied upon. There can be no certainty that the foregoing information will remain unchanged after having been audited.
Completion of the Acquisitions is subject to a number of conditions, including but not limited to the negotiation and execution of separate definitive purchase and sale agreements (each, a “PSA“) between the Corporation and the Vendors, and the completion of due diligence of each of the Targets to the Corporation’s satisfaction in its sole discretion. Each PSA will contain provisions customary for transactions of this nature, including payment of purchase price, transaction structure, representations, warranties, covenants, closing conditions, indemnities and non-competition provisions in favour of the applicable Target. The Corporation currently expects that it (or its designated affiliate) will acquire 100% of the assets of each of the Targets, but the definitive structure for the Acquisitions to be set out in the PSAs is subject to change based on relevant corporate, tax, regulatory or securities law considerations.
The purchase price for the acquisition of the Triple 7 assets is expected to be US$5.73M. The purchase price for the acquisition of the Lucky Star assets is expected to be US$2.26M. While a portion of each such purchase price is expected to be satisfied through the issue to the vendors of common shares of the Corporation, the Corporation does not expect any such issuance of common shares to result in the creation of a new Insider (as such term is defined in the policies of the TSXV) of the Corporation.
The Corporation expects to finance the cash portion of the purchase price of the Acquisitions with the previously announced available financing of up to US$20,000,000 from Trive Capital.
Completion of the Acquisitions, including for greater certainty the issuance of any common shares of the Corporation as consideration, is subject to the approval of the TSXV. The Corporation has until May 16, 2017 to complete the transactions but expects to do so before then.
More information on Quantum is available at www.quantumincomecorp.com.
|For further information please contact Quantum:
Tel. (416) 477-3419
Tel. (416) 477-3411
Neither 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 Statement Regarding Forward-Looking Information
This release contains certain information which, as presented, constitutes “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as “expect” and “intend”, statements that an action or event “may” or “will” be taken or occur, or other similar expressions. These statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Corporation to control or predict, and which may cause Quantum’s actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related to the inability by Quantum to complete either or both of the Acquisitions, as well as other factors discussed in the Corporation’s annual information form dated July 23, 2015, (the “Annual Information Form”) which is available on SEDAR under Quantum’s profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the Annual Information Form, and as otherwise disclosed from time to time on SEDAR under Quantum’s profile at www.sedar.com.
Unless otherwise specified in this release, information contained in this release is current as of the date of this release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. The Corporation undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.