dann aber für alle eine Überraschung, positiv...………………..
LottoGopher Announces a Significant Transaction Update
Vancouver, British Columbia--(Newsfile Corp. - April 10, 2019) - LottoGopher Holdings Inc. (CSE: LOTO) (OTC Pink: LTTGF) (FSE: 2LG) ("LottoGopher" or the "Company") is pleased to advise that the Company's transformative acquisition of Bravio Technologies has reached a significant transaction milestone.
LottoGopher is pleased to announce that a special meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of LottoGopher Holdings Inc. (the "Corporation") will be held at:
1 Adelaide St East, Suite 2000, M5C 2V9 Toronto, ON, on April 29, 2019 at 4:00 p.m. (EST), and not 2500-130 King Street West, Toronto, Ontario, M5X 2A2 as previously noted.
As fully disclosed within the LottoGopher management information circular, the purpose of the meeting is to, amongst other contemplation's, seek shareholder approval for the following:
To consider and, if thought appropriate, pass, with or without variation, a special resolution, approving the acquisition of Bravio Technologies, all as more particularly described in the Company's management circular (the "Transaction Resolution");
To consider, and if thought appropriate, pass, with or without variation, a special resolution authorizing and approving an amendment of the articles of the Corporation to create a new class of preferred shares ("Resulting Issuer Preferred Shares"), as more fully described in the Circular (the "Preferred Shares Resolution");
To appoint Zeifmans LLP, as auditors of the Corporation;
To set the size of the board of directors and to elect two alternate boards of directors, namely (i) a board set at three (3) directors of the Corporation elected to take office immediately after the Meeting (the "Original Board"), and (ii) a board set at five (5) directors of the resulting issuer (the "Resulting Issuer") elected to replace the Original Board (the "Reconstituted Board") immediately following the completion of the transaction between the Corporation and Bravio Technologies Limited (the "Transaction") if, and only if, the Transaction is completed, as more fully described in the management information circular (the "Circular").
For additional information about LottoGopher the proposed Resulting Issuer, the Bravio transaction and any other shareholder approval contemplations related thereto, please refer to LottoGopher's management information circular dated 03rd April 2019, a copy of which is available under LottoGopher's profile on SEDAR at www.sedar.com
Summary of the RTO Transaction:
On September 28, 2018, the Corporation and Bravio entered into the Definitive Agreement setting out the terms of the Arrangement and related transactions comprising the RTO Transaction. If the Transaction is completed as contemplated at the scheduled shareholders meeting on April 29th 2019, the Corporation would acquire all of the issued and outstanding shares of Bravio in exchange for Common Shares, which would result in the shareholders of Bravio holding approximately 70% of the issued and outstanding Common Shares, calculated on a non-diluted basis, following the completion of the Transaction.
Completion of the Transaction would result in the operations of the Corporation and Bravio combining to create a newly formed enterprise, named "Bravio Entertainment Corporation", offering faster and deeper market penetration across all of its merged business verticals.
The purpose of the proposed transaction is to amalgamate Bravio with LOTO Subco by way of the Plan of Arrangement and for the newly formed Resulting Issuer to become a Reporting Issuer, the shares of which will be listed on the Canadian Securities Exchange (the "CSE").
As a condition to the completion of the Transaction, prior to the Effective Date, Bravio will have closed a private placement of Bravio Shares ("Bravio Private Placement Shares") for aggregate gross proceeds of no less than $3,000,000, unless otherwise agreed to by the Parties in writing (the "Bravio Private Placement"). Depending on the time of issuance, the holders of Bravio Private Placement Shares issued pursuant to the Bravio Private Placement may not be entitled to receive Resulting Issuer Preferred Shares in connection with the exchange of such securities for Resulting Issuer Securities pursuant to the Exchange Ratio under the Plan of Arrangemen