CONTAGIOUS GAMING INC. ("CNS")
[Formerly Kingsman Resources Inc. ("KSM")]
BULLETIN TYPE: Resume Trading, Reverse Takeover-Completed, Name Change and Consolidation
Private Placement-Brokered, Private Placement-Non-Brokered
BULLETIN DATE: September 22, 2014
TSX Venture Tier 2 Company
Effective at the open on Tuesday, September 23, 2014, trading in the shares of the Company will resume.
The common shares of the Company have been halted from trading since February 3, 2014, pending completion of a Reverse Take-Over.
The TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ('RTO'), which includes the following transactions:
1. Acquisitions:
The acquisitions of (i) Contagious Sports Limited ("Contagious") and (ii) Telos Entertainment Inc. ("Telos"), in consideration of the issuance of 22,733,771 post-consolidated shares for the Contagious acquisition and 17,500,000 post-consolidated shares for the Telos acquisition.
A finder's fee payable to Grand Rock Capital Inc in the amount of 1,875,000 post consolidated shares is applicable.
Insider/Pro-Group Participation - N/A
The Exchange has been advised that the above transactions, approved by shareholders on August 1, 2014 have been completed.
2. Name Change and Consolidation:
Pursuant to a resolution passed by Directors on August 13, 2014, the Company has consolidated its capital on a two (2) old for one (1) new basis. The name of the Company has also been changed as follows:
Effective at the opening on Tuesday, September 23, 2014, the common shares of Contagious Gaming Inc will commence trading on TSX Venture Exchange and the common shares of Kingsman Resources Inc. will be delisted.
The Company is classified as a 'Gaming' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
70,657,258 shares are issued and outstanding
Escrow 40,233,771 shares are subject to escrow
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: CNS (new)
CUSIP Number: 210737 10 2 (new)
3. Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced February 4, 2014 and September 5, 2014.
Number of Shares: 12,882,000 shares
Purchase Price: $ 0.40 per share
Number of Placees: 195 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Desmond Balakrishnan Law Corporation Y 50,000
Aggregate Pro Group Involvement P 697,500
[9 placees]
Agent's Fee: $360,696 in cash will be paid and an aggregate of 901,740 brokers warrants will be issued to Global Securities Corporation and Haywood Securities Inc.
The broker warrants are exercisable at $0.40 for a 24-month period.
4. Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 4, 2014 and September 5, 2014.
Number of Shares: 2,125,000 shares
Purchase Price: $0.40 per share
Number of Placees: 2 placees
Insider/Pro Group Participation: - N/A
Finders Fees: Raymond Szeto will receive $42,000 cash.
Company Contact: Charles Shin
Company Address: 281 Wedgewood Drive, Oakville Ontario L6J 4R6
Company Phone Number: 1(416) 846-5580
Company Fax Number: 1(604) 648-8350
Company Email Address: Charles.shin@contagiousgaming.com
________________________________________
|
|
