(Toronto: November 28, 2017) – Quantum International Income Corp. (the “Corporation” or “Quantum“) (TSXV: QIC) is pleased to announce that it has completed: (i) the acquisition by Lucky Bucks, LLC, a limited liability company indirectly controlled by the Corporation, of certain assets of WildHorse Amusement Company L.L.C. (“WildHorse“) and FarEast Amusement Games, LLC, (“FarEast“), each of which are digital skill-based gaming terminal operators based in the U.S. State of Georgia (the “Acquisitions“); and, (ii) the advancement of a loan by an affiliate of Trive Capital (the “Lender“) pursuant to a senior secured credit facility to fund the Acquisitions (the “Acquisition Financing“). The Acquisition Financing was provided by the Lender pursuant to an amended and restated financing agreement dated November 27, 2017 to which the Corporation and Lender are parties.
Manu K. Sekhri, Chief Executive Officer of Quantum, added the following remarks: “We are delighted to add certain assets of WildHorse and FarEast to our growing footprint in the Georgia gaming market. These acquisitions represent another important step in Quantum’s consolidation strategy in Georgia.”
The Acquisitions were completed by way of asset purchase agreements, which contain customary provisions for transactions of this nature, including payment of purchase price, transaction structure, representations, warranties, covenants, and indemnities.
The assets purchased from WildHorse include 88 skill-based digital gaming terminals in 19 locations across Georgia and the assets purchased from FarEast include 76 skill-based digital gaming terminals in 13 locations throughout Georgia. The terminals of WildHorse and FarEast are fully licensed and governed by the Georgia State Lottery and offer players a variety of skill-based coin-operated amusement machines.
The respective purchase price for the Acquisitions was US$2,229,915 in respect of the WildHorse assets (the “WildHorse Purchase Price“) and US$3,190,006 in respect of the FarEast assets (the “FarEast Purchase Price“).
In connection with the Acquisition Financing, the Corporation issued the Lender warrants to purchase 293,475 common shares of the Corporation at an exercise price of $1.041 per common share exercisable until May 27, 2020. The Corporation also paid World Equity Group, Inc. (“WEG“) US$193,500 as consideration for the services provided by WEG in connection with the Borrower receiving the Acquisition Financing.
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 March 28, 2018. The Acquisitions are subject to final approval of the TSX Venture Exchange.
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.
For more information about Quantum is available online 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 news release.
Cautionary Statement Regarding Forward-Looking Information
This news release may contain forward-looking statements or “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements“). Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
All forward-looking statements reflect the Corporation’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Corporation’s forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Corporation believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the following: the digital gaming terminals being fully-licensed by the Georgia State Lottery, the continuation of the Corporation’s consolidation strategy in the Georgia gaming market, the growing footprint of Quantum in the Georgia gaming market, generating value for the shareholders of the Corporation, the regulatory regime governing the business of Quantum in Georgia, the exchange rate between the U.S. dollar and Canadian dollar, the ability to grow the business and generate stable distributions for shareholders, the availability of high growth, high margin opportunities, and the execution of the Corporation’s business strategy.
Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the availability of opportunities to consolidate additional assets in the Georgia gaming market, the availability of investment opportunities on terms acceptable to the Corporation, the regulatory regime in the State of Georgia, the licensing regime governing the Georgia State Lottery, the exchange rate between the U.S. dollar and Canadian dollar, and other internal and external factors disclosed in the most recent annual information form of the Corporation and other documents publicly filed by the Corporation. Although Quantum has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
The Corporation disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws.