ThreeD Capital Inc. and Joint Actor Acquire Interest in ePlay Digital Inc. and File Early Warning Report
TORONTO, March 12, 2021 (GLOBE NEWSWIRE) — ThreeD Capital Inc. (“ThreeD” or the “Company”) (CSE:IDK / OTCQB:IDKFF) a Canadian based venture capital firm that invests in disruptive companies and promising junior resources companies, is pleased to announce that it and Sheldon Inwentash (the “Joint Actor”), have acquired ownership and control of an aggregate of 7,500,000 common shares (the “Subject Shares”) and 4,500,000 common share purchase warrants (the “Subject Warrants”) of ePlay Digital Inc. (“ePlay”) through a series of transactions ending on March 12, 2021, including the acquisition of 4,500,000 units, with each unit consisting of one common share and one common share purchase warrant (the “Units”), through participation in a private placement that closed on March 10, 2021 (the “Private Placement”). The Subject Shares represented approximately 9.5% of all issued and outstanding common shares of ePlay as of March 12, 2021 immediately following the transactions described above (or approximately 14.4% on a partially diluted basis, assuming exercise of the Subject Warrants only).
Immediately before the series of transactions described above, ThreeD and the Joint Actor did not hold any securities of ePlay.Immediately following the series of transactions described above, ThreeD and the Joint Actor held an aggregate of 7,500,000 common shares (the “Post-Closing Shares”) and convertible securities entitling ThreeD and the Joint Actor to acquire an additional 4,500,000 common shares of ePlay (the “Post-Closing Convertible Securities”), representing approximately 9.5% of the issued and outstanding common shares of ePlay (or approximately 14.4% assuming exercise of such Post-Closing Convertible Securities only). Of this total, ThreeD held an aggregate of 6,000,000 of the Post-Closing Shares and 3,000,000 of the Post-Closing Convertible Securities, representing approximately 7.6% of the issued and outstanding common shares of ePlay (or approximately 11.0% assuming exercise of such Post-Closing Convertible Securities only), and the Joint Actor held an aggregate of 1,500,000 of the Post-Closing Shares and 1,500,000 of the Post-Closing Convertible Securities, representing approximately 1.9% of the issued and outstanding common shares of ePlay (or approximately 3.7% on a partially diluted basis, assuming exercise of such Post-Convertible Securities only).3,000,000 common shares of ePlay were acquired through the facilities of the Canadian Securities Exchange for aggregate consideration paid of $454,905, or $0.15 per common share. 4,500,000 Units were acquired through the Private Placement (and not through the facilities of any stock exchange) for aggregate consideration paid of $450,000, or $0.10 per Unit. Participation in the Private Placement was effected in reliance upon the exemption contained in Section 2.3 of National Instrument 45-106 on the basis that each of ThreeD and the Joint Actor is an “accredited investor” as defined therein.The holdings of securities of ePlay by ThreeD and the Joint Actor are managed for investment purposes, and ThreeD and the Joint Actor could increase or decrease their investments in ePlay at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor.About ThreeD Capital Inc.ThreeD is a publicly-traded Canadian-based venture capital firm focused on opportunistic investments in companies in the junior resources and disruptive technologies sectors. ThreeD’s investment strategy is to invest in multiple private and public companies across a variety of sectors globally. ThreeD seeks to invest in early stage, promising companies where it may be the lead investor and can additionally provide investees with advisory services and access to the Company’s ecosystem.The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.