(Toronto: June 30, 2017) Quantum International Income Corp. (the “Corporation” or “Quantum“) (TSX-V: QIC) announces that the annual audited financial statements of the Corporation for the year ended February 28, 2017 (the “Annual Financials“) were released on June 28, 2017. As noted in the Annual Financials, Lucky Bucks, LLC generated revenue of US$11,175,038 and net income from operations of US$3,009,417 during the period from October 21, 2016 to February 28, 2017. The Annual Financials are available under the Corporation’s profile on SEDAR at www.sedar.com.
Quantum further announces that it has completed: (i) the acquisition (the “Acquisitions“) by Lucky Bucks, LLC, a limited liability company indirectly controlled by the Corporation, of certain of the assets comprising the businesses of American Amusements LLC (“AA“) and AM/PM Management, Inc. (“AMPM“), each of which are digital skill-based gaming terminal operators based in the U.S. State of Georgia; and, (ii) the advancement of a loan to a subsidiary of the Corporation (the “Borrower“) by an affiliate of Trive Capital (the “Lender“) pursuant to a first lien senior secured facility to fund the Acquisitions (the “Acquisition Financing“). The Acquisition Financing was provided by the Lender pursuant to the amended and restated financing agreement dated June 30, 2017 to which both the Corporation and the Lender are parties.
“We are delighted to add the business of AA and AMPM to our gaming footprint in the Georgia market. We look forward to completing the remaining two acquisitions of the previously announced six transactions in the coming weeks, which will effectively double Lucky Bucks’ business. This represents a significant first step in Quantum’s strategy to consolidate in the Georgia market.” said Manu K. Sekhri, Chief Executive Officer of Quantum.
The Acquisitions were completed by way of asset purchase agreements, which contain customary provisions for transactions of this nature, including payment of purchase price, transaction structure, representations, warranties, covenants, and indemnities.
AMPM and AA assemble, distribute, own and operate 203 skill-based digital gaming terminals in 44 locations and 153 skill-based digital gaming terminals in 34 locations throughout Georgia, respectively. Both AMPM and AA terminals are fully licensed and governed by the Georgia State Lottery and offer players a variety of skill-based coin-operated amusement machines.
The respective purchase price for the Acquisitions was US$4,000,000 in respect of the AA assets (the “AA Purchase Price“) and US$11,923,599 in respect of the AMPM assets (the “AMPM Purchase Price“). The total AA Purchase Price and total AMPM Purchase Price was paid on the closing date of the Acquisitions (the “Closing Date“).
In connection with the Acquisition Financing, the Corporation issued the Lender warrants to purchase 778,050 common shares of the Corporation at an exercise price of $0.3828 per common share until December 30, 2019 (the “Warrants“). The Corporation also paid World Equity Group, Inc. (“WEG“) US$639,000 (the “WEG Fee“) as consideration for the services provided by WEG in connection with the Borrower receiving the Acquisition Financing. The advancement of the Acquisition Financing, the issuance of the Warrants, and the payment of the WEG Fee have been conditionally accepted by the TSX Venture Exchange (“TSX-V“). The Corporation expects to receive the final approval of the TSX-V for each of the foregoing in due course following the Closing Date.
All securities issued in connection with the Acquisition Financing were issued on a private placement basis and are subject to a statutory four month hold period expiring October 31, 2017.
While the Corporation is encouraged by the closing of the Acquisitions, it advises investors that the Georgia Lottery Corporation recently conducted an auction of licenses for Class A and Class B Coin Operated Amusement Machines, which licenses were sold at auction for what the Corporation has been advised are the highest prices on record for such an auction. The Corporation cautions investors that this increased level of interest could pose challenges to the Corporation in completing previously announced acquisitions, as well as sourcing additional acquisitions of digital skill-based gaming terminal operators in Georgia.
About Quantum International Income Corp.
The Corporation seeks opportunities to acquire and grow businesses in order to generate stable distributions for its shareholders, along with capital appreciation. The Corporation seeks to acquire operating businesses with a proven track record, an opportunity for growth and whose management wishes to continue to operate the business going forward. The Corporation’s investment approach is to grow through the acquisition of “platform” businesses that are consistent with its business strategy and acquisition criteria and then to continue to build revenues and earnings within these businesses. Potential acquisition targets may be private or public companies in a variety of industries. Acquisition of all or a majority of the ownership of each such business is preferred. Value will be created by seeking out high growth, high margin opportunities where the acquired businesses can maintain and develop the deep knowledge, expertise and understanding of their customers’ needs required to deliver superior service and command higher pricing and margins than the competition.
More information on Quantum is available at www.quantumincomecorp.com.
|For further information please contact Quantum:
Tel. (416) 477-3419
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, 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.