Toronto, Ontario–(Newsfile Corp. – March 11, 2021) – GTA Financecorp Inc. (“GTA” or the “Company“) and Tiidal Gaming Group Inc. (“Tiidal“) are pleased to announce that Tiidal proposes to complete a private placement financing to be co-led by Beacon Securities Limited, as sole bookrunner, and Echelon Wealth Partners Inc. (the “Co-Lead Agents“) of subscription receipts (the “Subscription Receipts“) for aggregate gross proceeds of up to $5,000,000 or such other amount as Tiidal and the Co-Lead Agents may agree (the “Concurrent Financing“) at a price of $0.50 per Subscription Receipt (the “Issue Price“).
The concurrent financing is being undertaken in connection with the proposed business combination between Tiidal and GTA, which will constitute a reverse take-over of GTA (the “Transaction“) by Tiidal and result in the listing of the common shares of GTA (following the completion of the Transaction, the “Resulting Issuer“) on the Canadian Securities Exchange (the “CSE“).
Each Subscription Receipt will entitle the holder to receive one unit of Tiidal (a “Unit“) on the satisfaction or waiver of all condition’s precedent to the transaction and certain other ancillary conditions customary for transactions of this nature. Each Unit will consist of one common share in the capital of Tiidal (a “Unit Share“) and one-half of one Tiidal common share purchase warrant (each whole common share purchase warrant, a “Warrant“). Each Warrant will be exercisable to acquire one common share in the capital of Tiidal at an exercised price of $0.75.
Tiidal has granted to the Co-Lead Agents and a syndicate of agents to be formed by the Agents in connection with the Concurrent Financing (collectively, the “Agents“), an option, exercisable in whole or in part by the Co-Lead Agents, on behalf of the Agents, by giving notice to Tiidal at any time up to 48 hours prior to the closing date of the Concurrent Financing (the “Closing Date“) to sell up to an additional number of Subscription Receipts at the Issue Price for additional gross proceeds of up to $750,000 (the “Agents’ Option“). Any references to the Concurrent Financing herein should be read to include any Subscription Receipts sold pursuant to the exercise of the Agents’ Option.
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