NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
GENESIS ACQUISITION CORP. SIGNS DEFINITIVE AGREEMENT AND PROVIDES UPDATE ON QUALIFYING TRANSACTION
May 19, 2023, Kelowna, British Columbia, Canada (TSX.V: REBL.P the “Company” or “Genesis”), a capital pool company (a “CPC”) pursuant to Policy 2.4 of the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has entered into a binding merger agreement and plan of reorganization dated May 10, 2023 (the “Merger Agreement”) with Skybox Sports Network Inc. dba Rise Display (“Skybox”) and Genesis Acquisition USA Inc., a wholly-owned subsidiary of the Company incorporated under the laws of Nevada (“Subco”), in respect of a statutory merger under the laws of the State of Nevada (the “Proposed Transaction”). As previously announced on April 4, 2022, the Proposed Transaction is intended to constitute the Company’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the Exchange) and would result in a reverse takeover of the Company by Skybox. The Proposed Transaction is not a Non-Arm’s Length Qualifying Transaction (as defined in Exchange Policy 2.4).
Upon completion of the Proposed Transaction, it is the intention of the parties that the Company (the Company after the Proposed Transaction being referred to herein as the “Resulting Issuer”) will continue to carry on the business of Skybox, being the manufacturing and distribution of digital signage for financial and sports markets and will be listed as a Tier 2 technologyissuer on the Exchange.
Summary of the Qualifying Transaction
The Merger Agreement contemplates Genesis and Skybox undertaking a non-arm’s length business combination transaction by way of a “reverse triangular merger” pursuant to which Subco would merge with Skybox and, upon completion of the Proposed Transaction, the current shareholders of Skybox would own a majority of the issued and outstanding shares of the Resulting Issuer (the “Resulting Issuer Shares”).
In accordance with the terms of the Merger Agreement, each common share in the capital of Skybox (the “Skybox Shares”) outstanding immediately prior to the completion of the Proposed Transaction (other than Skybox Shares held by shareholders of Skybox (“Skybox Shareholders”) who exercise their dissent rights) is expected to be converted into one issued, fully paid and non-assessable Resulting Issuer Share. It is a condition of the Merger Agreement that prior to the completion of the Proposed Transaction that Skybox consolidate the Skybox Shares on the basis of two (2) Skybox Shares (pre-consolidation) for each one (1) Skybox Share (post-consolidation). It is also a condition of the Merger Agreement that Genesis consolidate its common shares (the “Genesis Shares”) on the basis of eight (8) Genesis Shares (pre-consolidation) for each one (1) Genesis Share (post-consolidation).
Proposed Concurrent Financing
Prior to or concurrent with completion of the Proposed Transaction, Skybox anticipates completing a non-brokered private placement financing for aggregate gross proceeds of a minimum of $5,000,000 and up to maximum gross proceeds of $10,000,000(the “Concurrent Financing”). It is anticipated that the Concurrent Financing will be undertaken through the issuance of subscription receipts of Skybox (the “Subscription Receipts”) at a price of $1.00 per Subscription Receipt. Immediately prior to the completion of the Proposed Transaction, the Subscription Receipts would automatically convert into Skybox Shares and subsequently be exchanged for Resulting Issuer shares as part of the reverse triangular merger. Subscription funds received in connection with the Concurrent Financing would be held in escrow pending closing of the Proposed Transaction and subject to the satisfaction of certain escrow release conditions, which shall include Exchange approval of the Proposed Transaction. If the Proposed Transaction does not close, such subscription funds would be returned to subscribers in accordance with the terms of the subscription receipt agreement governing the Subscription Receipts.
It is intended that the proceeds raised will be used to fund the costs associated with completing the Proposed Transaction and continuing to grow and expanding sales in North America, the European Union and the United Kingdom and for general working capital. All securities issued pursuant to the Concurrent Financing will be subject to a hold period of four months and one day. It is anticipated that finder fees of 8% cash commission and 8% in common share purchase warrants will be paid on any funds raised by eligible finders.
Upon completion of the Proposed Transaction, and assuming completion of a minimum concurrent financing of $5,000,000 and the issuance of the Management Shares (as defined below), former holders of common shares in the capital of Genesis (the “Genesis Shareholders”) are anticipated to hold, in the aggregate, 1,656,250Resulting Issuer Shares representing approximately 6.66% of the outstanding Resulting Issuer Shares, former holders of Skybox Shares are expected to hold, in the aggregate, 18,225,000Resulting Issuer Shares, representing approximately 73.25% of the outstanding Resulting Issuer Shares and investors under the Concurrent Financing will hold, in the aggregate, 5,000,000 Resulting Issuer Shares, representing approximately 20.10% of the outstanding Resulting Issuer Shares. Upon completion of the Proposed Transaction, and assuming a maximum concurrent financing of $10,000,000 is fully subscribed, former holders of Genesis Shares are anticipated to hold, in the aggregate, 1,656,250Resulting Issuer Shares representing approximately 5.54% of the outstanding Resulting Issuer Shares, former holders of Skybox Shares are expected to hold in the aggregate, 18,225,000Resulting Issuer Shares, representing 60.99% of the outstanding Resulting Issuer Shares, and investors under the Concurrent Financing will hold, in the aggregate, 10,000,000Resulting Issuer Shares, representing approximately 33.47% of the outstanding Resulting Issuer Shares.
The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to (i) the completion of the Concurrent Financing; (ii) the approval by the directors and shareholders of Genesis and Skybox; and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange. Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement.
Subject to satisfaction or waiver of the condition’s precedent referred to herein and in the Merger Agreement, Genesis and Skybox anticipate the Proposed Transaction will be completed on or before October 31, 2023. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all. Each of Genesis and Skybox will bear their own costs in respect of the Proposed Transaction.
Sponsorship of the Qualifying Transaction
Sponsorship of a “Qualifying Transaction” of a CPC is required by the Exchange unless exempt therefrom in accordance with the Exchange’s policies. Given the size and nature of the Proposed Transaction, including the amount of the Concurrent Financing, Genesis intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, then Genesis would be required to engage a sponsor.
At the Company’s request, trading in the Genesis’s Shares was halted in April 2022 upon the Company entering into a letter of intent with SkyBox. Trading is expected to remain halted until the completion or abandonment of the Proposed Transaction.
Resulting Issuer Board and Officers
Upon completion of the Proposed Transaction, it is anticipated that all of the existing directors and officers of Genesis, other than Blair Wilson and Eugene Hodgson, will resign and the management of the Resulting Issuer will include the persons identified below as well as one or more additional directors and/or officers to be determined prior to the completion of the Proposed Transaction:
Ron Frederickson (President, Chief Executive Officer and Director – Victoria, BC)
Mr. Frederickson has had an entrepreneurial career in the sports, sports betting andiGaming industry with extensive business experience and has been responsible for the creation, design and engineering of numerous commercial and consumer based proprietary products, helping Skybox Sports Network (SSN) establish itself in its current market niche.
Mr. Frederickson has committed his activities as a co-founder of SSN in identifying and delivering a level of quality to the customers and is jointly responsible for the Company’s product development, mergers, acquisitions and global growth opportunities.
Blair Wilson (Chief Financial Officer, Corporate Secretary and Director – Kelowna, BC)
Mr. Wilson has been the President and CEO of Canadian ecoEquity Corp., a private leasing company since June 1991. Mr. Wilson is also Chief Executive officer of Forbidden Spirits Distilling Corp. (TSXV: VDKA), a public craft distillery located in Kelowna, British Columbia. Between June 2004 and January 2006, Mr. Wilson was a Member of Parliament for West Vancouver – Sunshine Coast – Sea to Sky Country and between 1994 and 1996 was a director and CFO of Pan Smak Pizza Inc., a company formerly listed on the TSXV.
Mr. Wilson earned a Bachelor of Arts degree in political science from the University of Victoria and a Chartered Accountants designation from the Canadian Institute of chartered Accountants. Mr. Wilson was a member of the Chartered Professional Accountants of British Columbia until his resignation in 2016.
Eugene Hodgson (Director – Vancouver, BC)
Mr. Hodgson brings 30 years of private and public sector experience. Mr. Hodgson began his public sector career in the Northwest Territories where he acted as Senior Policy Advisor on resource based projects. In the early 1980’s Mr. Hodgson served as Executive Assistant to the Minister of the Environment, Lands, Parks and Housing in the British Columbia government. Mr. Hodgson holds a Bachelor of Arts Degree from the University of Calgary. In addition, Mr. Hodgson has served on the board of directors of numerous corporations including Equitable Real Estate Investment Corp, Timmins Gold Corp and Red Fund Capital Corp (formerly Parana Copper Corporation) and is the former Chairman of the Board of Governors of the Vancouver Community College.
Blair Wilson, an officer and director of Genesis, is also the Chief Financial Officer of SkyBox and is expected to be an officer and director of the Resulting Issuer. Mr. Wilson is expected to receive an aggregate of 1,200,000 SkyBox Shares upon completion of the Proposed Transactionin consideration of past services rendered to SkyBox in his capacity as its Chief Financial Officer and as part of his overall compensation package for accepting the position of Chief Financial Officer and Director of the Resulting Issuer. As a result, the Proposed Transaction is “related party transaction” (as defined by Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions). The Proposed Transaction must be approved by not less than 662/3% of the votes cast at the meeting of Genesis shareholders (the “Genesis Meeting”). In addition, the “Majority of the Minority” approval will be required from disinterested Genesis shareholders. It is expected that the Genesis Meeting will be held in the third quarter of 2023 and a management information circular will be provided to Genesis shareholders in due course.
About Genesis Capital Corp.
Genesis is a CPC that completed its initial public offering and obtained a listing on the Exchange on or about November 1, 2019 (trading symbol: REBL.P). Prior to entering into the Merger Agreement, Genesis did not carry on any active business activity other than reviewing potential transactions that would qualify as Genesis’s Qualifying Transaction.
About Skybox Sports Network Inc.
Skybox Sports Network has pioneered digital products all based with our own proprietary firmware and protocols. As a factory direct manufacturer, Skybox is a client-specific custom provider for both commercial and consumer products. Revenue is generated through hardware and recurring data subscriptions for the lifetime of the hardware. Skybox Sports Network Canada is a wholly-owned Canadian subsidiary of the Skybox Sports Network.
Skybox is the “Picks and Shovels “provider to the 220 billion dollar global sports betting industry, which has expanded due to legislative changes in over 30 USA states and Canadian provinces.
In May 2020, Skybox acquired Rise Display of Shawnee, Missouri that included a dedicated and professional management and sales team, the immensely successful integration of the two companies has now resulted in a significant sales increase including a Las Vegas warehouse and showroom expansion with a highly skilled shipping, manufacturing, technical support and the addition of real time data to a proprietary control APP for commercial and consumer applications.
The Skybox Sports Network is the parent company managing four unique and successful brands all within our core competency of “intelligence signage solutions” the four brands are:
- Rise Display with its proven business model and iconic brand markets high resolution quality Sports and Financial Ticker signage with real time relevant content to Colleges, Universities, High Schools and Business Labs for Financial content. The APP drives sports content to Casinos, Sports bars, Restaurants and Commercial retail locations, both interior and exterior Ticker signage is offered in an ever increasing vertical market. Revenue is achieved through both the hardware and recurring data feeds for the approximate ten year life span of the hardware.
- Skybox Fancave is a recognized brand of low cost entertaining consumer Tickers and Odds Boards with a loyal and proven ever increasing customer base throughout North America, products are marketed through our own e-commerce web sites and amazon, expansion into Global Markets for soccer is under development. Skybox has successfully deployed thousands of consumer Tickers also based on recurring data feed revenue for the life span of the product. Custom and propriety sports wagering Content is offered and created from the Skybox newsroom with a team of Live journalists 365, there is no product like it.
- BetSkybox is a legal and licensed sports betting company that has been awarded a TYPE C Proprietor license from the Ohio Lottery and Ohio Casino Control Commission to place sports betting Kiosks in bars, restaurants, bowling alleys and convenience stores throughout the state of Ohio. BetSkybox has partnered with IGT of Las Vegas, NV and has opened a fully staffed sales and customer service network operating center in Columbus Ohio. The sports betting Kiosks pare well with Skybox Tickers and Odds Boards that also display on premise promotions for the Kiosks.
- Skybox Kiosk manufactures its own brand of sports betting Kiosks that includes a custom ATM with an automated sports ticket cashing and redemption component for a completely automated sports betting experience, the ticket redemption kiosk is created with Skybox proprietary software and code that is agnostic to additional operating platforms. The kiosk is currently operating on the IGT platform that will open additional North American markets for the product. Additionally, Skybox Kiosk has developed its own proprietary Kiosk model named FanCash that can operate agnostic sports wagering software with a ticket redemption function built into just one Kiosk. The new products will be on display at the Global Gaming Expo in Las Vegas this October.
Skybox was incorporated on June 15, 2020, as a Nevada corporation. The Canadian head office of Skybox is located at 208 – 2800 Bryn Maur Rd. Victoria, BC V9B 3T4 and its USA office is located at 5075 Cameron St, Ste G, Las Vegas, NV. 89118.
Selected Financial Information
The following table sets out selected financial information of Skybox for the periods, and as of the dates, indicated. The selected financial information has been derived from Skybox’s financial statements for the years ended December 31, 2022 (unaudited) and December 31, 2021 (audited).
|As at December 31, 2021|
|As at December 31, 2022|
|Total Shareholders’ Equity||2,121,938||5,292,384|
|As at December 31, 2021|
|As at December 31, 2022|
|Net Income (loss)||1,101,230||1,260,940|
All information in this Press Release relating to Skybox is the sole responsibility of Skybox. Management of Genesis has not independently reviewed this disclosure nor has Genesis’ management hired any third party consultants or contractors to verify such information.
As noted above, completion of the Proposed Transaction is subject to a number of conditions including, without limitation, approval of the Exchange, approval of the directors of Skybox and Genesis and completion of the Concurrent Financing. Where applicable, the Proposed Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Genesis on the Exchange, if reinstated prior to completion of the Proposed Transaction, should be considered highly speculative.
ON BEHALF OF THE BOARD OF DIRECTORS:
Blair Wilson, President, Chief Executive Officer, and Director
For further information please contact:
Phone: (250) 317-0996
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Genesis’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Genesis, Skybox, and the Resulting Issuer, the Concurrent Financing and the Proposed Transaction (including Exchange approval and the closing of the Proposed Transaction). Such statements and information reflect the current view of Genesis. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks:
There are a number of important factors that could cause Genesis’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Genesis; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.
Genesis cautions that the foregoing list of material factors is not exhaustive. When relying on Genesis’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Genesis has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF GENESIS AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE GENESIS MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the 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 press release.