(Toronto: July 16, 2019) Seven Aces Limited (formerly Quantum International Income Corp.) (the "Company" or "Aces") (TSXV: ACES) is pleased to announce that it has increased its indirect ownership interest in Lucky Bucks, LLC (“Lucky Bucks”) from 60% to 70% through a redemption by Lucky Bucks’ direct parent, Lucky Bucks HoldCo, LLC (“LB HoldCo”), of membership interests held by Lucky Bucks Ventures, Inc. (“LB Ventures”) in exchange for cash consideration of approximately $6.72 million (the "Lucky Bucks Interest Redemption"). As a result of the Lucky Bucks Interest Redemption, the indirect ownership interest of LB Ventures in Lucky Bucks decreased from 40% to 30%.
The Lucky Bucks Interest Redemption is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange, as Mr. Anil Damani, an "insider" of the Company, is the sole shareholder of LB Ventures. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization. The board of directors of the Company unanimously approved the Lucky Bucks Interest Redemption.
The purchase price for the Lucky Bucks Interest Redemption was funded by Lucky Bucks through an advance under the senior secured credit facility described in the press release of the Company dated November 15, 2018 and entitled "Quantum Announces Increase in Credit Facility to US$100 million; Other Corporate Updates." In connection with such incremental borrowing, the Company’s indirect wholly-owned subsidiary Southern Star Gaming, LLC (which holds a direct interest in LB HoldCo) agreed to certain provisions intended to place LB Ventures on a going forward basis in the same economic position (including as to distributions) as it would be without its proportionate (30%) share of such incremental borrowing. The Lucky Bucks Interest Redemption was completed pursuant to a purchase agreement dated as of July 15, 2019, among LB HoldCo, LB Ventures and Mr. Damani, which will be available on SEDAR www.sedar.com) under Aces' issuer profile.
Normal Course Issuer Bid
The Corporation also announces that as at July 12, 2019 it has repurchased 2,368,900 common shares under its normal course issuer bid (“NCIB”) at an average price of $0.7950. The Corporation received approval from the Exchange to commence the NCIB on February 19, 2019 as announced in the press release on February 15, 2019.
About Seven Aces Limited
Seven Aces Limited (formerly known as Quantum International Income Corp.) is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Corporation looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Corporation is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.
More information on ACES is available at www.sevenaces.com.
|For further information please contact Seven Aces:
Vice President, Corporate Affairs
Tel. (416) 569-3292
Tel. (416) 477-3411
Neither 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.
Cautionary Statement Regarding Forward-Looking Information
This release contains certain information which, as presented, constitutes “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as “expect” and “intend”, statements that an action or event “may” or “will” be taken or occur, or other similar expressions. These statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Corporation to control or predict, and which may cause Quantum’s actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related to the inability by Quantum to complete the Acquisition, as well as other factors discussed in the Corporation’s annual information form dated July 23, 2015, (the “Annual Information Form”) which is available on SEDAR under Quantum’s profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the Annual Information Form, and as otherwise disclosed from time to time on SEDAR under Quantum’s profile at www.sedar.com.
Unless otherwise specified in this release, information contained in this release is current as of the date of this release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. The Corporation undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.