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TORONTO, April 19, 2021 (GLOBE NEWSWIRE) -- Apolo III Acquisition Corp. ("Apolo") (TSXV: AIII.P) is pleased to announce that, further to its news release dated March 8, 2021, it has entered into a definitive business combination agreement dated April 19, 2021 (the "Business Combination Agreement") with Playmaker Capital Inc. ("Playmaker") and 2830125 Ontario Inc. ("Apolo Subco"), a wholly-owned subsidiary of Apolo, incorporated, pursuant to the provisions of the Business Corporations Act (Ontario) (the "OBCA") in connection with the proposed business combination of Apolo and Playmaker, which transaction (the "Qualifying Transaction") is intended to constitute Apolo's "Qualifying Transaction" (within the meaning of Policy 2.4 ? Capital Pool Companies of the TSX Venture Exchange (the "Exchange")).
The Business Combination Agreement provides for, among other things, a three-cornered amalgamation (the "Amalgamation") pursuant to which, among other things: (a) Playmaker will amalgamate (the "First Amalgamation") with Apolo Subco, (b) all of the post-Playmaker Consolidation (as described below) common shares of Playmaker (each, a "Playmaker Consolidation Share") outstanding immediately prior to the First Amalgamation will be cancelled and, in consideration therefor, the holders thereof will receive post-Apolo Consolidation (as described below) common shares of Apolo (each, an "Apolo Consolidation Share") on the basis of one (1) Playmaker Consolidation Share for one (1) Apolo Consolidation Share, and (c) the entity resulting from the amalgamation between Playmaker and Apolo Subco will subsequently amalgamate (the "Second Amalgamation") with Apolo under the OBCA (the "Resulting Issuer"), and the Apolo Consolidation Shares outstanding immediately prior to the Second Amalgamation will be exchanged for the common shares of the Resulting Issuer (each, a "Resulting Issuer Share") on the basis of one (1) Apolo Consolidation Share for each one (1) Resulting Issuer Share. After giving effect to the Qualifying Transaction, the shareholders of Playmaker will collectively exercise control over Apolo.
Prior to or on completion of the Amalgamation (the "Effective Time"), it is intended that: (i) the outstanding common shares of Apolo (each, an "Apolo Share") will be consolidated (the "Apolo Consolidation") on the basis of one (1) Apolo Consolidation Share for each 4.54 pre-Apolo Consolidation Apolo Shares, (ii) common shares of Playmaker (each, a "Playmaker Share") will be consolidated (the "Playmaker Consolidation") on the basis of one (1) Playmaker Consolidation Share for every 2.5 pre-Playmaker Consolidation Playmaker Shares, (iii) Apolo will change its name to "Playmaker Capital Inc.", and (iv) provided the Escrow Release Conditions (as defined below) are satisfied, each Subscription Receipt (as defined below) will automatically convert into one Playmaker Consolidation Share prior to the Effective Time.
Completion of the proposed Qualifying Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals.
The Business Combination Agreement
The Business Combination Agreement contemplates that, among others, the following conditions precedent be met prior to the Effective Time, including, but not limited to, (a) acceptance by the Exchange and receipt of other applicable regulatory approvals; (b) completion of the Subscription Receipt Financing (as defined below); (c) receipt of the requisite approvals of the shareholders of Apolo (the "Apolo Shareholders") with respect to the Apolo Consolidation, adoption of a new stock option plan (in such form as requested by Playmaker, acting reasonably) (the "Stock Option Plan"), the director appointments agreed upon by Apolo and Playmaker (the "Director Appointments") and adoption of an advance notice by-law; (d) receipt of the requisite approvals of the shareholders of Playmaker with respect to the Playmaker Consolidation and the Amalgamation; (e) no adverse material change in the business, affairs, financial condition or operations of Playmaker or Apolo having occurred between the date of entering into the Business Combination Agreement and the closing date of the Qualifying Transaction; and (f) dissent rights shall have been exercised in respect of no more than 5% of the issued and outstanding Playmaker Shares. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
The Amalgamation will not constitute a Non-Arm's Length Qualifying Transaction (as such term is defined in the policies of the Exchange). No person who or which is a Non-Arm's Length Party (as such term is defined in the policies of the Exchange) of Apolo has any direct or indirect beneficial interest in the share capital of Playmaker or its assets prior to giving effect to the Amalgamation and no such person is an insider of Playmaker. Similarly, there is no known relationship between or among any person who or which is a Non-Arm's Length Party of Apolo and any person who or which is a Non-Arm's Length Party to Playmaker.
If all conditions to the implementation of the Amalgamation have been satisfied or waived, Apolo and Playmaker will carry out the Amalgamation. Pursuant to the terms of the Amalgamation, it is expected that the following security conversions, exercise and issuances will occur among Apolo, Playmaker and the securityholders of Playmaker at or prior to the Effective Time:
Immediately following the Effective Time, the Resulting Issuer is expected to have 178,813,069 Resulting Issuer Shares, 7,014,200 Resulting Issuer Options, 730,800 Resulting Issuer Warrants and 1,575,600 Resulting Issuer Broker Warrants issued and outstanding. As of the Effective Time, the current Apolo Shareholders will hold an aggregate of approximately 1,892,000 Resulting Issuer Shares, representing approximately 1.1% of the Resulting Issuer Shares. Immediately following the Effective Time, Playmaker is expected to hold 128,921,069 Resulting Issuer Shares (or approximately 72.1%) and the holders of Subscription Receipts (as defined below) are expected to hold 48,000,000 Resulting Issuer Shares (or approximately 26.8%) of the total issued and outstanding Resulting Issuer Shares.
Trading of the Apolo Shares was halted on April 6, 2020 as a result of the failure of Apolo to complete a Qualifying Transaction within 24 months of its listing on the Exchange, and is currently suspended and will remain suspended until completion of the Qualifying Transaction. Trading of the Apolo Shares will not resume prior to the completion of the Qualifying Transaction.
Apolo was incorporated under the OBCA and is a capital pool company within the meaning of the policies of the Exchange. Apolo has not commenced operations and has no assets other than cash. Apolo's principal business is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" under Exchange Policy 2.4 ? Capital Pool Companies.
Playmaker is a privately held company incorporated under the OBCA on July 16, 2019. Playmaker is headquartered in Toronto and Miami and is a digital sports media company that lives at the intersection of sports, gaming, media, and technology. Playmaker is building a collection of premier sports media brands, curated to deliver highly engaged audiences of sports fans to sports betting companies, leagues, teams and advertisers.
Playmaker is focused on the immediately profitable portion of the iGaming ecosystem and is rolling up digital sports media assets and technology to create an ecosystem of highly engaged sports fans that Playmaker plans to monetize with sports betting companies, leagues, teams, and advertisers.
Upon the closing of the Qualifying Transaction, it is expected that no other person will own, direct, or control, directly or indirectly, 10% or more of the issued and outstanding Resulting Issuer Shares other than as disclosed below:
|Name of Shareholder
|Relay Ventures Fund III L.P.
|Of record and Beneficially
|Relay Ventures Parallel Fund III L.P.
|Of record and Beneficially
|JPG Investments Inc.
|Of record and Beneficially
Summary of Financial Information
A summary of certain financial information for Playmaker, after giving effect to Playmaker's recent acquisition of Futbol Sites LLC and Odenton Company S.A., disclosed in accordance with Exchange policies, is included in the table below:
|Income Statement Data
|December 31, 2020
|December 31, 2019
|Balance Sheet Data
|Total Long-Term Liabilities
(1) The information above includes the pro forma results of the following (a) Playmaker audited financial figures for the year ended December 31, 2020 and for the period from July 16, 2019 (date of incorporation) to December 31, 2019; (b) Futbol Sites LLC audited financial figures for the years ended December 31, 2020 and 2019; and (c) Odenton Company S.A. audited financial figures for the years ended December 31, 2020 and 2019.
Further financial information will be included in the Disclosure Document (as defined under Exchange Policy 2.4 ? Capital Pool Companies) to be prepared in connection with the Qualifying Transaction which will be available for review on Apolo's SEDAR profile at www.sedar.com.
Proposed Directors and Senior Management Team
Upon the closing of the Qualifying Transaction, it is anticipated that Jordan Gnat, Jake Cassaday, John Albright, Sebastian Siseles, Wayne Purboo, Mark Trachuk, and Maryann Turcke will constitute the board of directors of the Resulting Issuer. It is also anticipated that the new senior management team of the Resulting Issuer will be comprised of Jordan Gnat (Chief Executive Officer), Michael Cooke (Chief Financial Officer) and Federico Grinberg (Executive Vice President).
The following are brief resumes of the currently proposed directors and senior officers of the Resulting Issuer following the Qualifying Transaction:
Jordan Gnat, Chief Executive Officer and Director
Jordan Gnat is founder and Chief Executive Officer of Playmaker which is a game-changing platform that sits at the nexus of Sports, Media, Gambling and Technology that is marrying an ecosystem of sports fans across multiple channels with product tools to create outsized fan value and loyalty for sports betting companies, advertisers and sports leagues around the world.
Prior to founding Playmaker, Mr. Gnat was Group Senior Vice President of The Stars Group (the parent company of PokerStars) and Chief Commercial Officer of FOX Bet (2018-2020). Mr. Gnat was Senior Vice-President, Strategic Business Development at Scientific Games (2011-2018), President & Chief Executive Officer of Boardwalk Gaming and Entertainment (2004-2011), Executive Vice-President Kilmer Van Nostrand Company Limited (2002-2011), and President & Chief Executive Officer Midnorthern Group (May 1994-2002).
Mr. Gnat is currently on the Board of Directors of Lazydays RV (NASDAQ:LAZY) and is a member of the Board of Directors of the Hospital for Sick Children Foundation in Toronto and a member of the Jewish Foundation of Toronto Board of Trustees.
Mr. Gnat was previously named one of Canada's "Top 40 Under 40" honourees.
John Albright, Director
John Albright is a Co-Founder and Managing Partner of Relay Ventures as well as Co-Founder and Board Member of Alate Partners and Playmaker. Mr. Albright has over 20 years of experience helping entrepreneurs shape their vision and capital plans for long-term, sustainable growth. Mr. Albright's tenure in finance spans both venture capital and private equity, where he has assisted entrepreneurs through all stages of the startup lifecycle, from seed financing to IPO and M&A. His ability to work alongside company management teams and offer guidance around hiring, governance, and scaling has been vital to the success of Relay's investments.
Mr. Albright is a Chartered Financial Analyst (CFA) and received his Bachelor of Business Administration degree from the Schulich School of Business. Mr. Albright is also on the Board of ecobee, Touchbistro, theScore, Blue Ant Media and the Centre for Aging and Brain Health Innovation.
Jake Cassaday, Director
Jake Cassaday is a Partner at Relay Ventures. Mr. Cassaday's background in product management and marketing provides a strong understanding of rapid product development and go-to market strategy. He supports deal sourcing, due diligence, and portfolio management at Relay. Prior to joining Relay, Mr. Cassaday was actively involved in the startup and venture community during his time at the Rotman School of Management MBA program as a member of the Creative Destruction Lab (CDL), and as VP of the Rotman Entrepreneurship and Venture Capital Association. Previous to Rotman, Mr. Cassaday managed product development and marketing as a Global Brand Manager for tech brands at Spin Master.
Mr. Cassaday holds an MBA from the University of Toronto, Rotman School of Management and a BA from McGill University.
Sebastian Siseles, Director
An Argentine entrepreneur with an MBA from the University of Pittsburgh, Sebastián Siseles has a background in law specializing in corporate finance and M&A and has taken post-graduate courses at the Buenos Aires Stock Exchange and the Southwestern University School of Law on International Business Transactions. Mr. Siseles is the current VP of International at Freelancer.com, the largest freelancing and crowdsourcing marketplace by number of users and jobs posted. Prior to joining Freelancer, Mr. Siseles cofounded multiple Internet and communications companies and has also served as President, Director, General Counsel, and COO in different Internet and non-technology companies, while being part of a prestigious corporate law firm in Argentina.
Wayne Purboo, Director
Wayne Purboo is an accomplished executive and serial entrepreneur with over 25 years of experience in the media and telecom industries. Mr. Purboo has a range of experience in software development, systems engineering, sales, product, finance and management. He played significant roles in the creation of three highly valuable startups. Mr. Purboo was co-founder and CEO of QuickPlay Media, a cloud-native company that powered video services for Tier 1 streaming providers. Under his leadership, QuickPlay was successfully acquired by AT&T in 2016. Mr. Purboo was also part of the executive team that led a successful exit of Solect Technology Group which was acquired by Amdocs in 2000. At Amdocs, Mr. Purboo spent three years as the CTO of the IP Division. Amdocs is a multinational corporation which specializes in software and services for communications, media, and financial services providers and digital enterprises.
Mr. Purboo most recently added direct to consumer understandings for carrier grade products for video and broadband at AT&T where he was responsible for a portfolio that included DIRECTV, Uverse, and NFL Sunday Ticket. Over the years, Mr. Purboo's success has been recognized by numerous professional and academic institutions including Canada's Top 40 under 40, Deloitte Fast 50, Canada's Spotlight Awards, and most recently by the University of the West Indies - Vice Chancellor's Award. He has also been active on the boards and advisory of Virgin Unite, Toronto International Film Festival, Arundo, Evergent, Print Parts, and Cellwand.
Mark Trachuk, Director
Mark Trachuk currently serves as a director of Almonty Industries Inc. and was previously the General Counsel and Corporate Secretary of Entertainment One Ltd., a global entertainment studio that specializes in the development, acquisition, production, financing, distribution and sales of entertainment content. Entertainment One was listed on the Premium List of the London Stock Exchange (LSE:ETO) and was a member of the FTSE 250 prior to being acquired by Hasbro Inc. in December 2019. Prior to joining Entertainment One, Mr. Trachuk was a Senior Partner in the Business Law Group at Osler, Hoskin & Harcourt LLP in Toronto where he practiced corporate and securities law with an emphasis on mergers, acquisitions and strategic alliances. Mr. Trachuk has chaired Osler's International Practice Group, Corporate Practice Group and Corporate Finance Practice Group. Mr. Trachuk holds a B.A. in Economics from Carleton University, an LL.B. from the University of Ottawa and an LL.M. from the London School of Economics. He also holds the ICD.D designation from the Institute of Corporate Directors. Mr. Trachuk is called to the bar in Ontario and British Columbia and is a solicitor in England and Wales.
Maryann Turcke, Director
Maryann Turcke is the former Chief Operating Officer of the National Football League (NFL). In such position, she oversaw all facets of the operation including marketing, technology, NFL Films, NFL Network and NFL Digital Content and Operations. She also oversaw the corporate functions including Human Resources, Public Relations, and Government Relations. Prior to her promotion to Chief Operating Officer, she was the President of the NFL Network.
Ms. Turcke was formerly President of Bell Media, Canada's premier multimedia company with leading assets in television, radio, out-of-home advertising, and digital media. Renowned for a wide breadth of executive leadership roles and team building skills, Ms. Turcke was previously Group President, Media Sales, Local TV and Radio, where she leveraged Bell Media properties and brands across all platforms to support its strong position in the competitive advertising marketplace. Under her leadership, Bell Media built on its position as the country's top multimedia company, with innovations in TV and on-demand content as well as continued investment to ensure Canadians have the very best choice in primetime programs and coverage of live events, news, and sports on TV, radio, and digital platforms.
Prior to joining Bell Media, Ms. Turcke was Executive Vice-President of Bell Field Operations, leading Bell's team of 12,000 installation and service technicians in delivering Fiber TV, Internet, and other Bell residential and business services. Ms. Turcke joined Bell in 2005 as VP, Customer Experience and Operations for Small and Medium Business.
In 2018, Ms. Turcke was named one of Adweek's most Powerful Women in Sports. She has also been named one of Toronto Life's 50 Most Influential People of 2016, a member of the Women's Executive Network Hall of Fame, and named the 2015 Woman of the Year by Women in Communications and Technology. Ms. Turcke is Chair of the Smith School of Business and on the capital campaign for Queen's Faculty of Engineering and Applied Science.
Ms. Turcke holds a Bachelor of Civil Engineering from Queen's University, a Master of Engineering from the University of Toronto, and a Master of Business Administration from Queen's.
Michael Cooke, Chief Financial Officer
Michael Cooke brings over a decade of leadership experience leading the finance teams at multiple successful start-ups. Mr. Cooke is the former Chief Financial Officer of Ritual, a social ordering app that taps networks of coworkers and colleagues for fast and easy pick up and pay at a wide variety of local restaurants and coffee shops. Michael obtained his CPA, CA designation with KPMG LLP.
Federico Grinberg, Executive Vice President
Federico Grinberg began his career in Buenos Aires, Argentina as an internet entrepreneur, and has been working with Sports Fans Sites and Communities since 1998. Ten years later, in 2008 he co-founded Futbol Sites (and led the opening of new markets for FSN, such as Brazil, Chile, Colombia, Mexico and the United States). Since 2014 he has overseen the global strategy of the company from their offices in Miami, Florida.
Proposed Qualifying Transaction
As the proposed Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction" (within the meaning of Policy 2.4 of the Exchange), the Qualifying Transaction does not require approval of the Apolo Shareholders. However, the Apolo Consolidation, the approval of the Stock Option Plan, and the Director Appointments, will require the approval of Apolo Shareholders by special resolution at Apolo's annual and special meeting of Apolo Shareholders (the "Apolo Meeting") to be held on May 26, 2021, prior to the completion of the proposed Qualifying Transaction.
Due to changes recently announced by the Exchange to its Capital Pool Company program and changes to the Exchange's Policy 2.4 ? Capital Pool Companies, which became effective on January 1, 2021 (the "New CPC Policy"), Apolo intends to implement certain amendments to further align its policies with the New CPC Policy. In addition, under the New CPC Policy, the Company is permitted to implement certain other changes from the former CPC Policy without obtaining shareholder approval. As a result, the Company wishes to have the option to take advantage of all the changes under the New CPC Policy that do not require shareholder approval.
Pursuant to the New CPC Policy, in order for Apolo to align certain of its policies with the New CPC Policy, it is required to obtain the approval of disinterested shareholders of Apolo ("Disinterested Shareholders"). As a result, the Company will be seeking such approval at the Meeting for the following matters: (i) to remove the consequences of failing to complete a "Qualifying Transaction" (as defined in Policy 2.4 ? Capital Pool Companies) within 24 months of Apolo's date of listing on the Exchange (the "Listing Date"); and (ii) to amend certain provisions of Apolo's escrow agreement dated March 13, 2018 among Apolo, Computershare Investor Services Inc. and certain securityholders of Apolo (the "Escrow Agreement").
Removal of the Consequences of Failing to Complete a Qualifying Transaction within 24 Months of the Listing Date
Under the Exchange's Policy 2.4 ? Capital Pool Companies (as at June 14, 2010) (the "Former CPC Policy") there were certain consequences if a qualifying transaction is not completed within 24 months of the Listing Date. These consequences include a potential for the Apolo Shares to be delisted or suspended, or, subject to the approval of the majority of the Company's shareholders, transferring Shares to list on the NEX and cancelling certain seed shares. The New CPC Policy has removed these consequences assuming Disinterested Shareholder approval is obtained. The Company intends to ask Disinterested Shareholders to approve the removal of such consequences at the Meeting, as it will permit Apolo to complete the Qualifying Transaction with Playmaker, and thus is beneficial to all interested parties.
Amendments to the Escrow Agreement
Apolo intends to ask Disinterested Shareholders to approve Apolo making certain amendments to the Escrow Agreement, including allowing Apolo's escrowed securities to be subject to an 18 month escrow release schedule as detailed in the New CPC Policy, rather than the current 36 month escrow release schedule in the Former CPC Policy. Under the New CPC Policy, if approved by Disinterested Shareholders at the Meeting, all escrowed securities of Apolo will be released from escrow in accordance with the following schedule:
|Percentage of Total Escrowed
Securities to be Released
|Date of Final Qualifying Transaction Exchange Bulletin
|Date 6 months following Final Qualifying Transaction Exchange Bulletin
|Date 12 months following Final Qualifying Transaction Exchange Bulletin
|Date 18 months following Final Qualifying Transaction Exchange Bulletin
Further details with respect to the matters to be approved at the Apolo Meeting will be contained in the information circular prepared in connection with Apolo Meeting which will be available for review on Apolo's SEDAR profile at www.sedar.com.
Playmaker Private Placement
On April 1, 2021, Playmaker completed a private placement of subscription receipts (the "Subscription Receipts") comprised of (i) the brokered sale of Subscription Receipts through Canaccord Genuity Corp. (the "Lead Agent"), as lead agent, Echelon Wealth Partners Inc., Eight Capital, PI Financial Corp. and Scotia Capital Inc. (together with the Lead Agent, the "Agents") and (ii) the non-brokered sale of Subscription Receipts, pursuant to which an aggregate of 48,000,000 Subscription Receipts were issued at a price of $0.50 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds to Playmaker of $24,000,000 (the "Subscription Receipt Financing").
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") between Odyssey Trust Company, as subscription receipt agent and escrow agent (the "Escrow Agent"), Playmaker, and the Lead Agent, on its own behalf and on behalf of the Agents. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one Playmaker Consolidation Share, subject to adjustment in certain events, immediately before the completion of the Qualifying Transaction upon the satisfaction or waiver of certain Escrow Release Conditions (as defined in the Subscription Receipt Agreement) at or before 5:00 p.m. (Toronto time) on the date that is 120 days following the closing date of the Subscription Receipt Financing (the "Escrow Release Deadline").
In consideration for their services in connection with the Subscription Receipt Financing, the Agents (i) received a cash commission equal to 6.0% of the aggregate gross proceeds of the brokered portion of the Subscription Receipt Financing (other than in respect of proceeds from sales to persons on a "president's list", for which a reduced commission of 3.0% was payable) (the "Cash Fee"), and (ii) will receive compensation warrants entitling the Agents to subscribe for that number of Resulting Issuer Shares in an amount equal to 6.0% of the total number of the Subscription Receipts sold (other than in respect of sales to persons on a "president's list", for which the Agents shall be entitled to that number of warrants equal to 3.0% of the number of Subscription Receipts sold) (the "Broker Warrants"). On closing of the Subscription Receipt Financing, the gross proceeds from the Subscription Receipt Financing less 50% of the Cash Fee, as well as the expenses of the Agents incurred in connection with the Subscription Receipt Financing (the "Escrowed Proceeds") were delivered to and are held by the Escrow Agent and have been invested pursuant to the terms of the Subscription Receipt Agreement (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds").
The remaining 50% of the Cash Fee will be released from escrow and delivered to the Agents from the Escrowed Funds and the balance of the Escrowed Funds will be released from escrow to Playmaker upon satisfaction of the Escrow Release Conditions at the Escrow Release Deadline.
In the event that (i) the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, unless extended by the Lead Agent, acting reasonably, or (ii) prior to the Escrow Release Deadline, Playmaker advises the Lead Agent or publicly announces that it does not intend to, or will be unable to, satisfy the Escrow Release Conditions or that the Qualifying Transaction has been terminated or abandoned, holders of the Subscription Receipts shall be entitled to receive from the Escrow Agent and the Escrow Agent shall pay to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by them plus their pro rata share of any interest earned thereon, net of any applicable withholding tax in accordance with the Subscription Receipt Agreement, and all of the Subscription Receipts shall be cancelled. If the amount of the Escrowed Funds, including all interest thereon, would not be sufficient to satisfy any such payment, then pursuant to the Subscription Receipt Agreement, Playmaker will be required to deposit an additional amount, sufficient to satisfy the shortfall, with the Escrow Agent prior to the time at which the payment is required.
Following the Qualifying Transaction, it is intended that the net proceeds from the Subscription Receipt Financing will be used to fund strategic growth initiatives. The remaining funds are expected to be used for working capital and general corporate purposes. There may be circumstances where, for sounds business reasons, the net proceeds are reallocated for different purposes.
Sponsorship of the Amalgamation
Sponsorship in the context of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange Policy 2.2. Apolo will seek a waiver from the Exchange's sponsorship requirements if no exemption is available in accordance with Exchange Policy 2.2. There is no guarantee that Apolo will obtain a waiver if sought from the Exchange's sponsorship requirements.
Apolo will provide further details in respect of the Qualifying Transaction in due course by way of a subsequent news release, however, Apolo will make available to the Exchange, all information, including financial information, as may be requested or required by the Exchange.
For further information, please contact:
|Playmaker Capital Inc.
Chief Executive Officer
E-mail: [email protected]
|Apolo III Acquisition Corp.
E-mail: [email protected]
All information contained in this news release with respect to Apolo and Playmaker was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. The Qualifying Transaction cannot close until the required Apolo Shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of Apolo or the Disclosure Document (as defined under Exchange Policy 2.4 ? Capital Pool Companies) to be prepared in connection with the Qualifying Transaction (the "Filing Document"), any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Resulting Issuer should be considered highly speculative.
The Exchange has not in any way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding Forward Looking Information
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Apolo and Playmaker with respect to future business activities and operating performance.
Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding: (i) expectations regarding whether the Qualifying Transaction will be consummated, including whether conditions to the consummation of the Qualifying Transaction will be satisfied including, but not limited to, the necessary regulatory approvals and the timing associated with obtaining such approvals, if at all; (ii) the business plans and expectations of the Resulting Issuer; and (iii) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Playmaker, Apolo or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Playmaker, Apolo and the Resulting Issuer, including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Apolo and Playmaker's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects Playmaker's current beliefs and is based on information currently available to Playmaker and Apolo and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: the impact of the COVID-19 pandemic on the Qualifying Transaction, Apolo, Playmaker or the Resulting Issuer; completion of the Amalgamation; satisfying the conditions precedent and covenants in the Business Combination Agreement; satisfying the requirements of the Exchange with respect to the Qualifying Transaction; meeting the minimum listing requirements of the Exchange, and anticipated and unanticipated costs and other factors referenced in this news release and the Filing Document, including, but not limited to, those set forth in the Filing Document under the caption "Risk Factors". Although Playmaker and Apolo have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, Apolo and Playmaker disclaim any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information 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 information.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Apolo and Playmaker have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Apolo and Playmaker do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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