Le Lézard
Classified in: Business
Subject: FINANCING AGREEMENTS

European High Growth Securitization Fund announces closing of initial investment in Global Gaming Technologies Corp.


LUXEMBOURG, July 04, 2019 (GLOBE NEWSWIRE) -- On March 21, 2019, European High Growth Opportunities Securitization Fund (EGHO) acquired US$830,000 aggregate principal amount of senior unsecured convertible debentures (Notes) in the capital of Global Gaming Technologies Corp. (the Company) (which includes US$280,000 principal amount of Notes representing the commitment fee under the Agreement) and an aggregate of 4,249,999 common share purchase warrants (Warrants) in the capital of the Company with an exercise price of US$0.23. 3,652,173 of the Warrants have an expiry date of March 21, 2022 and 597,826 of the Warrants have an expiry date of March 21, 2024.

The Notes are convertible into, and the Warrants are exercisable for, common shares in the capital of the Company (Common Shares). The Notes bear no interest and mature on March 20, 2020. The Notes are convertible into such number of Common Shares as is equal to the principal amount of the Notes divided by the applicable conversion price, immediately following the earlier of: (i) five trading days after the delivery by the holder of a conversion notice, or (ii) the applicable maturity date of the Notes.  

On March 18, 2019, EGHO, represented by its management company, European High Growth Opportunities Manco SA, entered into a subscription agreement with the Company for the issuance, in twelve tranches, of up to US$5,600,000 aggregate principal amount of Notes and accompanying Warrants (the Agreement). EGHO acquired the Notes and Warrants pursuant to the Agreement for investment purposes.

Immediately prior to the first tranche closing of the Agreement, EGHO did not beneficially own or exercise direction or control over any Common Shares or other securities of the Company. Upon the first tranche closing on March 21, 2019, the Notes and Warrants acquired by EGHO represented, on an as converted into Common Shares basis, an aggregate of 7,858,695 Common Shares or approximately 6.21% of the issued and outstanding Common Shares (based on 118,749,670 Common Shares issued and outstanding as at April 1, 2019 and assuming full conversion of the Notes and the full exercise of the Warrants).

Taking into account the 10,000,000 Common Shares EGHO borrowed pursuant to a share lending arrangement with two shareholders of the Company in connection with the Agreement, as at March 21, 2019, EGHO beneficially owned or exercised direction or control over, on an as converted into Common Shares basis, an aggregate of 17,858,695 Common Shares, representing approximately 14.11% of the issued and outstanding Common Shares (based on 118,749,670 Common Shares issued and outstanding as at April 1, 2019 and assuming full conversion of the Notes and the full exercise of the Warrants).

Excluding the commitment fee paid by the Company described below, the Company received consideration of US$495,000 (or CDN$661,617, using the Bank of Canada daily exchange rate on March 21, 2019), representing the subscription price for the Notes and accompanying Warrants acquired by EGHO on the first tranche closing.  On an as converted into Common Shares basis (assuming full conversion of the Notes and full exercise of the Warrants acquired by EGHO on the first tranche closing), such consideration received represents US$0.06 (or CDN$0.08) per Common Share.

In consideration for EGHO entering into the Agreement, the Company paid EGHO a commitment fee equal to US$280,000 (or CDN$374,248, using the Bank of Canada daily exchange rate on March 21, 2019), representing 5% of EGHO's total commitment under the Agreement to subscribe for up to US$5,600,000 principal amount of Notes. Such commitment fee was paid by the Company through the issuance of US$280,000 principal amount of Notes to EGHO on the first tranche closing. On an as converted into Common shares basis (assuming full conversion of the Notes and full exercise of the Warrants acquired by EGHO on the first tranche closing), such consideration paid represents US$0.04 (or CDN$0.05) per Common Share.  The commitment fee was paid for the total commitment as opposed to the first tranche closing only, so the consideration per security would decrease when EGHO acquires additional Notes and Warrants on subsequent tranche closings.

Since March 21, 2019, EGHO has fully converted the US$830,000 aggregate principal amount of Notes acquired into 3,608,695 Common Shares. Since said conversion, EGHO has disposed of 3,331,000 Common Shares through the facilities of the stock exchanges where the Common Shares are listed for trading such that as at today's date, EGHO beneficially owns or exercises direction or control over an aggregate of 10,277,695 Common Shares (taking into account the 10,000,000 Common Shares borrowed by EGHO) and 4,249,999 Warrants, representing, on an as converted into Common Shares basis, approximately 11.47% of the issued and outstanding Common Shares (based on 118,749,670 Common Shares issued and outstanding as at April 1, 2019 plus the 3,608,695 Common Shares issued on conversion of the Notes and assuming full exercise of the Warrants).

Further information regarding the financing terms of EGHO's investment in the Company can be found in the Agreement posted under the Company's profile on SEDAR (www.sedar.com).

An early warning report to be filed in conjunction with this news release will be available under the Company's profile on SEDAR (www.sedar.com).

For further information or to obtain a copy of the report, please contact:
Olivia Blanchard
Chief Compliance Officer
Alpha Blue Ocean Advisors (UK) LTD
+44 20 3855 0088

About European High Growth Opportunities Fund

EGHO maintains its principal office at 18, rue Robert Stümper, 2557 Luxembourg. EGHO is a joint stock company incorporated in Luxembourg, registered with the Luxembourg trade and companies register under number B 124207. EGHO is an institutional investment vehicle based in Luxembourg focusing on financing highly innovative companies on a pan European basis which it considers undervalued.


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