NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, March 12, 2021 (GLOBE NEWSWIRE) — Legacy Eight Ltd. (“LottoKings” or the “Company”), a profitable online service provider for Lottery, Casino, and Sportsbook gambling, is announcing that has entered into a definitive agreement to be acquired by a private British Columbia company (”BCCO”) as part of its proposed listing. In connection with the acquisition, BCCO has engaged Mackie Research Capital Corp. (the “Agent”), pursuant to which the Agent has agreed to offer for sale up to 20,000,000 subscription receipts of BCCO (“Sub Receipts”), on a “best efforts” private placement basis at a price of $0.50 per Sub Receipt (the “Issue Price”) for total gross proceeds of up to $10,000,000 (the “Offering”).
Each Sub Receipt issued under the Offering shall be automatically exchanged into one common share of BCCO (“BCCO Shares”) without any further payment or action on the part of the holder upon satisfaction by BCCO of the following escrow release conditions: (i) having received a receipt for a final prospectus qualifying the distribution of the BCCO Shares issuable upon conversion of the Sub Receipts; (ii) having received conditional acceptance for the listing of the BCCO Shares on the Canadian Securities Exchange or such other national securities exchange as may be approved by BCCO and the Agent; (iii) having satisfied all conditions in the agency agreement governing the Offering and not committing any material breach of covenants in such agency agreement; and (iv) BCCO and the Agent delivering a joint notice to the escrow agent in accordance with the terms of a subscription receipt agreement.
BCCO has granted the Agent an option to offer for sale up to an additional 3,000,000 Sub Receipts, at the Issue Price, exercisable in whole or in part at any time for a period of up to 48 hours prior to the closing of the Offering.
The Offering is being carried out by BCCO prior to making an application to obtain a listing on the Canadian Securities Exchange. There can be no assurance that BCCO will successfully achieve a listing as planned.
About Legacy Eight Ltd.
Legacy Eight Ltd. is a holding company of online gaming and entertainment assets. Its portfolio of B2C brands and operations currently includes Wintrillions, Trillionaire and LottoKings. The Company’s vision is to be a global leader in online lottery, online casino and sports betting. Established in 2005, what initially started as a lottery messenger service (messenger & insurance), grew into a profitable online service provider for Lottery, Casino, and Sportsbook gambling, attracting millions of signups since 2017. By offering players the option to easily transition from lottery into casino gaming, LottoKings has the competitive advantage of acquiring pre-qualified, newly converted players into the casino marketplace.
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Disclosure and Caution
Completion of the Offering is subject to a number of conditions, including ensuring the financing and listing application are compliant with CSE requirements. The transaction cannot close until the required conditions are satisfied and required approvals are obtained. There can be no assurance that the Offering will be completed as proposed or at all. Trading in the securities of the Company should be considered highly speculative – there is no active market for the Company’s securities at this time. No regulatory body has reviewed or approved the terms to the Offering.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors – including the ability to complete the financing, the ability to satisfy the conditions required and approvals needed to complete the transaction, the expected viability of the assets subject to the transaction, availability of funds and the results of financing efforts, – that could cause actual results to differ materially from the Company’s expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption therefrom. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.