THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
KELOWNA, BC – January 10, 2019 – ProSmart Enterprises Inc. (TSXV:PROS) (“ProSmart” or the “Company”) is pleased to announce that further to its press release of December 19, 2018 it has now closed a non‐brokered offering (the “Offering”) of discounted secured convertible debenture (“Debentures”) to certain lenders for gross proceeds of $520,000.
The principal amount of the Debentures is $693,333.34, which is repayable in full on the earlier of July 8, 2019 (the “Maturity Date”), and the holder’s chosen date to convert Debentures into common shares of the Company. At any time prior to the Maturity Date, the principal amount of a Debenture may be converted into shares at $0.15 per share.
The Debentures bear no interest and the Company is entitled to prepay in full the face value of the Debentures at any time prior to the Maturity Date without penalty.
The Debentures are secured by a general security interest over all the assets of the Company, and through guarantees and a general security interest from each of the Company’s subsidiaries. Under the general security agreement, the Company has agreed not to pledge, sell, lease or otherwise dispose of its assets, other than in the normal course, without prior written consent of the holders of the Debentures.
The Debentures and the shares issuable upon conversion of the Debentures will be subject to a statutory hold period expiring May 9, 2019.
The net proceeds from the Offering will be used for general working capital purposes.
In addition, the Company advises that it has released a Letter to Shareholders from the Company’s CEO, Alan Schuler, clarifying certain recent events. This letter is available on the Company’s website at www.prosmartinc.com. http://prosmartinc.com/2019/01/10/letter‐to‐shareholders/
On behalf of ProSmart Enterprises Inc.
Co‐Founder & Chief Executive Officer
About ProSmart Enterprises Inc.
ProSmart Enterprises Inc. (TSX‐V:PROS) is the parent company of SportgoTM, a global online network connecting sports fans, teams and brands and is an emerging leader in sports content marketing through online tools and mobile apps. SportgoTM works with over 1,500 governing bodies in more than 100 countries and provides unprecedented access to the $1.3 trillion sports market1 through its proprietary Marketplace Engine. SportgoTM is also the first‐and‐only online network to provide educational content created exclusively by hall‐of‐fame and professional athletes, which has been a key driver in user growth.
1 Source: Plunkett Research. Ltd.
For more information on ProSmart and SportgoTM, please visit the following links: ProSmart Enterprises Inc. ‐‐ http://prosmartinc.com
SportgoTM ‐‐ https://www.sportgo.com/
For further information please contact: t: 1‐844‐927‐6278
The shares of ProSmart Enterprises Inc. trade publicly on the TSX Venture Exchange under the symbol TSXV:PROS.
“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.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Forward‐looking Statements: Certain statements in this press release are “forward‐looking statements” which reflect the Company’s current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. In some cases, these forward‐looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “estimates”, “predicts” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward‐looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including without limitation, those risks and uncertainties discussed elsewhere on the website at www.prosmartinc.com and in the Company’s filings on SEDAR. Investors should not place undue reliance on forward‐looking information. The forward‐looking information contained herein is made as of the date hereof and is not obligated to update or revise any forward‐looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.