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Boca Raton, Florida, March 31, 2023 (GLOBE NEWSWIRE) -- Simplicity Esports and Gaming Company (OTCQB:WINR) ("Simplicity Esports") entered into an exchange agreement with all of its convertible promissory note holders to convert certain of their notes into common stock that totals 5% of the issued and outstanding shares after the closing of the Diverted River exchange agreement.
Simplicity Esports also entered into an extension of the previously signed exchange agreement with Diverted River. Pursuant to the terms of the exchange agreement, as amended, Simplicity Esports agreed to acquire 100% of the membership interests of Diverted River in exchange for 75% of the issued and outstanding shares of Simplicity Esports' common stock. The parties agreed to close the transaction by July 14, 2023.
Roman Franklin, CEO of Simplicity Esports, stated, "I am delighted that we have secured an exchange agreement with our convertible noteholders to swap certain of their notes into 5% equity. I see tremendous potential with the Diverted River business and I think the 5% agreement with noteholders is a testament to their expectation of future value in the company. Diverted River's founders have laid a solid foundation upon which to grow Diverted River into a powerhouse public company servicing the technology needs of the broader $35 billion family entertainment center industry in the U.S. and abroad."
Following the closing, it is expected that Simplicity Esports' name will be changed to Diverted River Technology, Inc., and the business of Simplicity Esports will become that of Diverted River, an Entertainment Technology Organization (ETO) focused on a sustainable, high margin, recurring revenue business model that requires limited capital expenditures. It is also expected that Zack Johnson, Diverted River's CEO, will become CEO of the public company following the closing.
Mr. Johnson, CEO of Diverted River, added, "The noteholders agreeing to exchange over $6.1 million in debt into a 5% stake in our combined businesses is a major step toward closing our exchange agreement with Simplicity Esports. I look forward to working closely with Mr. Franklin and the Simplicity Esports Board of Directors to complete the remaining closing conditions and finalizing our transaction as quickly as possible."
The transaction is subject to standard closing conditions, including the repayment of certain debts and achieving a minimum amount of working capital.
AboutSimplicity Esports
The agreement converts over $6.1 million in debt into 5% common stock ownership in the combined companies at closing of the Diverted River Technology, LLC (“Diverted River”) exchange agreement.
$6m debt becomes 5% equity- Diverted River extension signed - Progress $WINR
looks like 0 or Bk
yeah, I agree with that !! $.01 coming after that little run up, you would think they would be embarrassed, but they’re not. They’re just trying to get their money out.
how long before it goes below one penny? $.01?
so a board member named Hooper took a walk, so we’re almost into the ones $.01’s
great pop on my post yesterday !!
LOL ! n
So amazing they can’t say anything and give people some information but the way it looks now it’s over it’s goong below two cents and shortly nothing
I hope you make a lot of money, I bought a small amount, Hopefully this new company can be valuable
so now I wonder how many shares there are out or are they diluting it already?
There goes five cents that can’t even hold it ! pathetic
I guess the traders don’t see much value here.. Already dropped from $.20 to $.07 in days.. crap
Kind of looks like it wants to go back to $.05 !
Yeah does anybody know exactly what they do, in simple English! lol
I wonder what they’re going to do with the warrants, that would be a good idea, maybe Make those exercise for a dollar…
Well it looks like they’re pulling a rabbit out of the hat!!
So this turns out to be a big total loss., How does Roman sell 533 million shares?
Got a buyer for 1 million shares@
$.0305 Saw one of those before in here
Well there we go $.05 ! not much left now…
Yeah the only question is why are people trading it?
150,000 shares already! obviouslySomebody knows something
Where’d you see that?
Pretty crazy that the whole company is only worth about 100 K so it doesn’t look like they have any assets at all
Looks like we have $.072 bid, is this the end here?
they got 30,000 shares on the bid and 30,000 shares on the offer, that’s pretty unusual for this little stock.. could Go below $.10 real easy
You’re not missing anything so far!
i hear you!
So is this gonna be another $HKD tomorrow?
Yeah I didn’t think anybody was gonna buy that stock at $.50 or a dollar.. and the other crap story was using their computers to mine for crypto, that one made me laugh! I wonder if he still gets his 10,000 shares a month?
I don’t see any positive info on any of this stuff.. No comments in the board room no comments from the CEO no info anywhere.. i’m not sure how they merge or acquire or be acquired with another company.. Far as I know they don’t have any money
Management is exploring strategic alternatives, including merger and acquisition opportunities, and is focused on high margin, lower capital expenditure business strategies in the esports gaming industry, with a goal of being cash flow positive in the next 12 to 24 months.
CFO quit, The Company also closed 10 of its 17 corporate owned esports gaming center locations.
oard”) of Simplicity Esports and Gaming Company (the “Company”). On June 30, 2022, Frank Leavy submitted his resignation as a member of the Board, and Beatrice Tarka submitted her resignation as Chairperson of the Board and as a member of the Board. The resignations of Ms. Loss, Mr. Leavy, and Ms. Tarka were not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
yes agree, Not sure what can help us news wise but there could be a bounce of some type from being oversold.. I could see it possibly moving back to a dollar but from there who knows! Can’t get much lower than 15 or $.20 to average down
You have to have a certain number for your bid or your ask to show up.
5000 for bid, Sometimes they make it 2500
I didn’t see the .20 show up but I did see a $.19 bid nut No trades.. I bought some of the $.18
looks like the $.15 bidders have moved to .18 and .19