Credent Capital and Good Gamer provide update on Qualifying Transaction
Credent Capital Corp. (the “Company“) and Good Gamer Corp. (“Good Gamer“) are pleased to provide an update on the proposed Qualifying Transaction between the Company and Good Gamer. As previously announced on December 24, 2020 and February 1, 2021, the Company has agreed to acquire all of the issued and outstanding securities of Good Gamer (the “Proposed Transaction“). The Proposed Transaction will be a reverse takeover of the Company by Good Gamer and its shareholders.
Good Gamer is pleased to announce that it is focusing its resources on its North American GoodGamer Esports Tournament Management Platform (see Good Gamer news release dated April 21, 2021). The Tournament Management Platform allows iOS and Android mobile game publishers the opportunity to integrate real money competitions to their skill based mobile casual games and connecting gamers around the word by allowing them to responsibly compete for real-prize money.
Offering configurable head-to-head and multi-player tournaments as well as a dynamic leaderboard feature, the Tournament Management Platform caters to all categories of skill-based mobile casual games and players from all popular gaming genres as well as more niche selections. The Tournament Management Platform enables gaming publishers to add an additional source of revenue to their games by integrating the GoodGamer Software Design Kit (SDK). The Tournament Management Platform includes a number of key features that gamers will find beneficial, including a variety of tournament types, loyalty rewards, player rankings and a highly responsive customer support service layer.
Previously, Good Gamer was focusing its resources in operating a fantasy sports app in India. The management team of Good Gamer elected to shut down its fantasy sports operations in India due to lack of games in a regular cricket schedule, deposits averaging small amounts, high competition with other companies and an unstable economic landscape surrounding fantasy sports and Esports in India. Further, the COVID-19 pandemic caused the largest cricket league in India to greatly suffer, which further exasperated Good Gamer’s operations in India.
The Transaction
The Proposed Transaction will be affected by way of a three-cornered amalgamation among the Company, Good Gamer and a subsidiary of Credent (“Credent Sub“). Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of Good Gamer (the “Good Gamer Shares“) will receive one Credent Share (as they exist on a post-Consolidation basis) for each Good Gamer Share held (the “Exchange Ratio“). It is anticipated that approximately 30,414,088 new Credent Shares will be issued under the Proposed Transaction. Pursuant to the Proposed Transaction, all existing securities convertible into Good Gamer Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Credent Shares on substantially similar terms and conditions.
On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) the Company will effect a name change to “Good Gamer Entertainment Inc.”; and (ii) the Company will consolidate the issued and outstanding common shares in the capital of the Company (the “Credent Shares“) on the basis of one “new” Credent Share for every five “old” Credent Shares issued and outstanding (the “Consolidation“).
There is currently an aggregate of 4,250,000 Credent Shares issued and outstanding. As a result of the Consolidation, there will be 850,000 Credent Shares issued and outstanding on a post-Consolidation basis.
Prior to closing of the Transaction, Credent will settle corporate indebtedness of $139,000 by issuing 347,500 post-Consolidation Credent Shares at a price of $0.40 per share (the “Debt Conversion“).
In conjunction with closing of the Proposed Transaction, Credent will also pay a finder’s fee to Madale Investment Corp., an arm’s length party, of 1,000,000 post-consolidation Credent Shares and 1,000,000 share purchase warrants subject to TSX Venture Exchange approval. Each warrant will be exercisable at $0.40 per share for a period of two years from the date of issue. The shares will be issued at a price of $0.40 per share for total value of $400,000.
The Proposed Transaction is subject to certain customary conditions as well as:
- Shareholder approval of Good Gamer and no more than 5% of the shareholders of Good Gamer exercising dissent rights;
- Completion of the RTO Offering;
- Completion of the Consolidation by the Company;
- Completion of the Debt Conversion by the Company;
- Acceptance of the TSX Venture Exchange and, if applicable, consents or approvals from any other regulatory body;
- No material adverse change of Good Gamer or the Company; and
- The resignation of the current directors and officers of the Company and he appointment of the nominees of Good Gamer to the resulting issuer.
The Proposed Transaction is an arm’s length transaction in accordance with the policies of the TSX Venture Exchange and is not subject to the approval of the shareholders of the Company. The Company is not required to obtain shareholder approval in connection with the Name Change and the Consolidation pursuant to the Articles of the Company and applicable corporate law.
No Non-Arm’s Length Parties to Credent hold a director or indirect beneficial interest in the Target. None of the Non-Arm’s Length Parties to Credent are insiders of the Target. There is no relationship between the Non-Arm’s Length Parties to Credent and the Non-Arm’s Length Parties to the Qualifying Transaction (as defined by the rules of the TSX Venture Exchange).
Financing
In conjunction with the Proposed Transaction, the Company completed a non-brokered private placement of 10,000,000 subscription receipts (a “Subscription Receipt“) at $0.40 per Subscription Receipt for total proceeds of $4,000,000 (the “RTO Offering“).
Each Subscription Receipt, prior to the closing of the Proposed Transaction, will automatically convert into one common share of the Good Gamer and one-half of one share purchase warrant of the Good Gamer (each a “Good Gamer Warrant“), with each whole Good Gamer Warrant exercisable into one common share of Good Gamer at an exercise price of $1.00 per share for a period of two years (the “Expiry Date“), for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the TSX Venture Exchange for the Proposed Transaction and satisfaction or waiver of all conditions precedent to the Transaction as set out in the Definitive Agreement. The Expiry Date of the Good Gamer Warrants may be accelerated if the average closing price of the resulting issuer’s common shares is equal to or greater than $1.65 per share for a period of 10 trading days.
The common shares to be issued on conversion of the Subscription Receipts will be subject to the following voluntary lockup: 33% will be free trading on the listing date, 33%will be subject to restrictions on resale for three months after the listing date; and 34% will be subject to restrictions on resale for six months after the listing date. These voluntary restrictions will be in additional to any seed share resale restrictions or escrow restrictions, if applicable, under the policies of the TSX Venture Exchange.
In connection with the RTO Offering, Good Gamer will pay finders a fee of $188,455 and 411,137 Good Gamer Warrants exercisable at $1.00 for a period of one year from the date of issue. The finders fees will be payable as follows: $165,455 to Haywood Securities Inc. and 411,137 share purchase warrants, $12,000 to Canaccord Genuity Corp., $8,000 to PI Financial Corp. and $4,000 to Leede Jones Gable Inc. The finders are arm’s length parties to the Company and Good Gamer.
The proceeds from the financing will be used for user and mobile game publisher acquisitions, enhancements to the Tournament Management Platform, acquiring new mobile games for the Tournament Management Platform and ongoing general and administrative expenses over the next twelve months.
Post-Transaction Capital Structure
Upon closing of the Proposed Transaction, the Company anticipates the following will be the issued and outstanding shares of the resulting issuer:
| Common Shares | – 42,611,588 |
| Share Purchase Warrants | – 13,543,801 |
| Stock Options | – 4,190,000 |
Directors and Officers of the Resulting Issuer
On closing of the Proposed Transaction, the following will be directors and officers of the resulting issuer:
Charlo Barbosa – Chairman, CEO and Director
Mr. Barbosa is a serial entrepreneur, investor, and advisor focusing on tech startups. With 24 years of internet marketing experience, he is considered a pioneer in the industry and a legend in the gaming industry after taking Poker.com public 20 years ago. Mr. Barbosa successfully raised $4 million for Native Ads, of which he is the founder and COO, and has generated over $100 million in revenue since the company was founded in 2014. Mr. Barbosa serves as a strategic advisor for several tech companies utilizing his expertise in building platforms and online marketing.
Adam Hudani – COO and Director
Mr. Hudani has spent over 10 years operating at the forefront of online gaming, anti-fraud, and control operations. Prior to joining GoodGamer, Adam oversaw Casino, Sportsbook and Poker verticals for the GreySnow Group. Previous to this role, Adam held a senior management role for Choxi which was able to grow revenue to over $300M in 4 years’ time. He started his gaming career as Fraud Supervisor for Full Tilt poker before moving into higher management roles with that organization.
Zara Kanji – CFO
Ms. Kanji is the Chief Financial Officer of Good Gamer and the proposed Chief Financial Officer of the Resulting Issuer. Zara is a founder of Zara Kanji & Associates. (est. 2004). Zara is experienced in financial reporting compliance for venture listed companies, taxation, general accounting, financial reporting and value added advisory services for individuals, private and public companies. Zara has served as director and officer for venture listed issuers providing reporting compliance services for financing and acquisitions. Zara is a Member of the Chartered Professional Accountants of BC August 2003 (Previously Certified General Accountants).
Keith Bussey – CTO
Mr. Bussey is the Chief Technology Officer of Good Gamer and the proposed Chief Technology Officer of the Resulting Issuer. After 20 years in the online industry, Keith has built an impressive track record as a CTO who delivers results. A big fan of startup culture, no one thrives under pressure and enjoys a challenge more. With experience ranging from ecommerce (over $1 billion in sales) to dating (scaling a network of over 50M members) and everything in-between; Keith’s true strength may lie in his ability to seamlessly bridge the business-tech gap.
Howard Donaldson – Director
Mr. Donaldson was formerly CFO & Partner of Vanedge Capital and the Vice-President and CFO of Electronic Arts Canada, prior to which he was VP of Studio Operations at Disney Interactive. Mr. Donaldson also Co-founded Propaganda Games in 2005, which he later sold to Disney. Mr. Donaldson also served as President of DigiBC, the provincial industry association for Digital Media, from 2011 to 2015 and is a Director of AMPD Ventures (CNSX: AMPD).
Russ McMeekin – Director
Mr. McMeekin has over 25 years of experience in gaming & technology. He is served as President, CEO and a member of the Board of Progressive Gaming International. He also served as a member of the board of the American Gaming Association and the Canadian Gaming Association. In addition, he also currently serves as the CEO, President and co-founder of TSX Venture Exchange listed Universal mCloud. He previously served as the CEO of SCI Energy, Executive Chairman of Yokogawa Venture Group and held a variety of senior executive capacities at Honeywell International.
Gurminder Sangha – Director
Mr. Sangha is proposed to be a director of the Resulting Issuer. Mr. Sangha is experienced in the financial industry with a particular focus of providing advisory services to both private and publicly traded companies. Mr. Sangha is currently the CEO of First Energy Metals Ltd. and Director of TSX Venture listed Ineo Tech Corp. He brings over 18 years of diverse experience related to financial management, business leadership, and corporate strategy. While serving as a board member of various publicly traded listed companies he has led initiatives related to corporate finance, business development, and corporate governance. Mr. Sangha holds a MBA from both Queens University and Cornell University.
Kelly Pladson – Corporate Secretary
Ms. Pladson has acted as Corporate Secretary and provided corporate governance and regulatory compliance services to many TSX Venture and CSE listed companies since 2009. She will work closely with Good Gamer’s management to maintain corporate records, managing the day to day operations of the company and ensuring the company’s filings with the securities commissions and exchanges are accurately filed and in accordance with their deadlines. Prior to 2009, Ms. Pladson was an investment advisor’s assistant for two years.
Financial Information of Good Gamer
The following summary financial information is derived from the unaudited financial statements of Good Gamer for the years ended December 31, 2020 and 2019 and the quarter ended March 31, 2021.
| Good Gamer Corp. (Statement of Loss) | March 31, 2021 (Unaudited) ($) | December 31, 2020 (Unaudited) ($) | December 31, 2019 (Unaudited) ($) |
| Revenue | 1,584 | 14,453 | 3,421 |
| Gross Profit | (34,323) | (51,057) | 2,345 |
| Operating Expenses | 807,485 | 2,262,882 | 386,182 |
| Net Loss | 841,181 | 2,287,657 | 385,129 |
| Good Gamer Corp. (Balance Sheet) | March 31, 2021 (Unaudited) ($) | December 31, 2020 (Unaudited) ($) | December 31, 2019 (Unaudited) ($) |
| Current Assets | 4,717,012 | 1,314,410 | 106,420 |
| Total Assets | 5,989,470 | 2,583,462 | 1,210,680 |
| Current liabilities | 841,576 | 646,161 | 414,189 |
| Total liabilities | 896,269 | 699,241 | 460,943 |
| Shareholders’ Equity (deficit) | 5,903,201 | 1,884,301 | 749,737 |
About Credent Capital Corp.
The Company is a CPC within the meaning of the policies of the TSX Venture Exchange that has not commenced commercial operations and has no assets other than cash. The Company’s common shares have been transferred to the NEX board of the TSX Venture Exchange, and it is contemplated that at the close of the Proposed Transaction, the Resulting Issuer’s shares will be transferred to the TSX Venture Exchange as a Tier 2 issuer. Except as specifically contemplated in the CPC policies of the TSX Venture Exchange, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
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