(Toronto: May 18, 2017) Quantum International Income Corp. (the “Corporation” or “Quantum”) (TSXV: QIC) announces that it has closed (i) the previously announced acquisitions (the “Acquisitions”) by Lucky Bucks, LLC, a limited liability company indirectly controlled by the Corporation, of certain of the assets comprising the businesses of Triple 7s Amusement, LLC (“Triple 7s”) and Lucky Star Amusement, Inc. (“Lucky Star” and together with Triple 7s, the “Targets”), and (ii) the advancement of a loan to two subsidiaries of the Corporation (the “Borrowers”) by an affiliate of Trive Capital (the “Lender”) of US$9,200,000 pursuant to a first lien senior secured facility to fund the Acquisitions (the “Acquisition Financing”). The Acquisition Financing was provided by the Lender pursuant to the financing agreement dated October 21, 2016 to which both the Corporation and the Lender are parties (the “Financing Agreement”). In connection with the Acquisition Financing, the Corporation and the Lender amended and restated the Financing Agreement (the “Amended and Restated Financing Agreement”). A copy of the Amended and Restated Financing Agreement will be filed on the Corporation’s issuer profile at sedar.com within the prescribed timeline.
The respective purchase price for the Acquisitions was US$4.2M in respect of the Triple 7s assets (the “Triple 7s Purchase Price”) and US$1.62M in respect of the Lucky Star assets (the “Lucky Star Purchase Price”). US$4M of the Triple 7s Purchase Price was paid on the closing date of the Acquisitions (the “Closing Date”), with the remaining US$200,000 being payable to Triple 7s upon the satisfaction of certain post-closing obligations. The total Lucky Star Purchase Price was paid on Closing Date. In addition to the foregoing cash payments, an additional one-time payment is payable to each of the Targets following the Closing Date if, within six months of the Closing Date, revenue is generated by assets acquired from the Targets that were not generating revenue as of the Closing Date. For additional details regarding the Targets and the Acquisitions, see the Corporation’s news releases dated January 30, 2017 and May 9, 2017.
In connection with the Acquisition Financing, the Corporation issued the Lender warrants to purchase 418,600 common shares of the Corporation at an exercise price of $0.3068 per common share until November 17, 2019 (the “Warrants”). The Corporation also paid World Equity Group, Inc. (“WEG”) US$368,000 (the “WEG Fee”) as consideration for the services provided by WEG in connection with the Borrowers receiving the Acquisition Financing. The advancement of the Acquisition Financing, the issuance of the Warrants, and the payment of the WEG Fee have been conditionally accepted by the TSX Venture Exchange (“TSX-V”). The Corporation expects to receive the final approval of the TSX-V for each of the foregoing in due course following the Closing Date.
All securities issued in connection with the Acquisition Financing were issued on a private placement basis and are subject to a statutory four month hold period expiring September 18, 2017.
While the Corporation is encouraged by the closing of the Acquisitions, it advises investors that the Georgia Lottery Corporation recently conducted an auction of licenses for Class A and Class B Coin Operated Amusement Machines, which licenses were sold at auction for what the Corporation has been advised are the highest prices on record for such an auction. The Corporation cautions investors that this increased level of interest could pose challenges to the Corporation in completing previously announced acquisitions, as well as sourcing additional acquisitions of digital skill-based gaming terminal operators in Georgia.
About Quantum International Income Corp.
The Corporation seeks opportunities to acquire and grow businesses in order to generate stable distributions for its shareholders, along with capital appreciation. The Corporation seeks to acquire operating businesses with a proven track record, an opportunity for growth and whose management wishes to continue to operate the business going forward. The Corporation’s investment approach is to grow through the acquisition of “platform” businesses that are consistent with its business strategy and acquisition criteria and then to continue to build revenues and earnings within these businesses. Potential acquisition targets may be private or public companies in a variety of industries. Acquisition of all or a majority of the ownership of each such business is preferred. Value will be created by seeking out high growth, high margin opportunities where the acquired businesses can maintain and develop the deep knowledge, expertise and understanding of their customers’ needs required to deliver superior service and command higher pricing and margins than the competition.
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, 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.