VANCOUVER, BC / ACCESSWIRE / April 7, 2021 / Credent Capital Corp. (the "Company"), a capital pool company, is pleased to announce that, further to its news releases dated December 24, 2020, February 1, 2021 and February 4, 2021, Good Gamer Corp. ("GoodGamer" or "the Company"), a British Columbia-based fantasy sports and Esports real-money gaming app developer, has closed its final tranche of its previously announced non-brokered private placement of subscription receipts at $0.40 per subscription for total proceeds of $4,000,000 (the "Private Placement").
On February 1, 2021, GoodGamer entered into an amalgamation agreement (the "Definitive Agreement") with Credent Capital Corp. ("Credent"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), whereby Credent has agreed to acquire all of the issued and outstanding securities of GoodGamer in the form of a reverse takeover (the "Transaction"). Upon closing of the Transaction, Credent will change its name to "Good Gamer Entertainment Inc." and its stock symbol to "GOOD". See February 1, 2021 press release for full details of the Transaction.
Under the Private Placement, each Subscription Receipt, prior to the closing of the Transaction, will automatically convert into one common share of GoodGamer and one-half of one share purchase warrant of GoodGamer (each a "Good Gamer Warrant"), with each whole GoodGamer Warrant exercisable into one common share of GoodGamer at an exercise price of $1.00 per share for a period of two years (the "Expiry Date"), for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the Exchange for the Transaction and satisfaction or waiver of all conditions precedent to the Transaction as set out in the Definitive Agreement. The Expiry Date of the GoodGamer Warrants may be accelerated if the average closing price of the resulting issuer's common shares is equal to or greater than $1.65 per share for a period of 10 trading days.
The common shares to be issued on conversion of the Subscription Receipts will be subject to the following voluntary lockup: 33% will be free trading on the listing date, 33% will be subject to restrictions on resale for three months after the listing date; and 34% will be subject to restrictions on resale for six months after the listing date.
"We're very excited about the closing of this $4 million funding round and GoodGamer's upcoming listing on the TSX Venture Exchange," said GoodGamer CEO Charlo Barbosa. "The online gaming industry has reached an inflection point, making this an opportune time to enter the public markets and the extra $4 million ensures that we'll enter this lucrative market with a bang."
GoodGamer intends to use the proceeds from the financing for business growth, user acquisition, and working capital purposes.
Trading in the shares of Credent is presently halted and will remain halted until the Transaction is completed and approved by the Exchange.
About Credent Capital Corp.
The Company is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The Company's common shares have been transferred to the NEX board of the TSXV, and it is contemplated that at the close of the Proposed Transaction, the Resulting Issuer's shares will be transferred to the TSXV as a Tier 2 issuer. Except as specifically contemplated in the CPC policies of the Exchange, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
About Good Gamer Corp.
Good Gamer Corp. is a fantasy gaming and technology company located in Vancouver, British Columbia. Led by a management team with a proven track record of delivering profitable gaming businesses, Good Gamer is developing a portfolio of online gaming solutions including GoodGamer Fantasy, a skill-based real-money fantasy sports and esports app that allows users to enter daily fantasy contests to win real prize money.
For further information please contact:
Credent Capital Corp.
Mr. John A. Versfelt, Chief Executive Officer
Tel. 604.527.8146
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and shareholder approval. The Proposed Transaction cannot close until all required shareholder approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
Cautionary Note Regarding Forward-Looking Information
This news release contains statements about the Company's expectations regarding any proposed future Qualifying Transaction of the Company which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
NEITHER THE 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.
SOURCE: Credent Capital Corp.