Matribhumi Samachar English
Vancouver, British Columbia–(Newsfile Corp. – March 18, 2025) – This news release is being disseminated as required by National Instrument 62‐103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of the Early Warning Report regarding the acquisition of securities of FansUnite Entertainment Inc. (the “Company”) by Tekkorp Holdings LLC ( the “Acquiror”).
Pursuant to share purchase agreements between the Company, the Acquiror, and certain shareholders of the Company (the “Vendors”) dated August 31, 2024 and September 16, 2024, the Acquiror purchased in the aggregate 76,122,140 common shares of the Company (the “Common Shares”) at a price of $0.0014 per Common Share (the “Purchased Shares”). On March 14, 2025, 15,961,302 Purchased Shares were effectively transferred to Acquiror (the “Share Purchase”).
Prior to the Share Purchase, the Acquiror held 75,978,838 Common Shares and 12,500,000 common share purchase warrants (the ”Warrants”). Assuming the exercise of all of the Warrants owned or controlled by the Acquiror prior to their expiry, it would own, control or have direction over, directly or indirectly, 88,478,838 Common Shares representing 23.78% of the issued and outstanding Common Shares.
Upon completion of the Share Purchase, the Acquiror holds control or direction over a total of 91,940,140 Common Shares, 12,500,000 Warrants. Assuming the exercise of all of the Warrants owned or controlled by the Acquiror prior to their expiry, it would own, control or have direction over, directly or indirectly, 104,440,140 Common Shares representing 28.07% of the issued and outstanding Common Shares
The 15,961,302 Purchased Shares were obtained by the Acquiror for investment purposes. In the future, the Acquiror may directly or indirectly, acquire additional Common Shares or dispose of such Common Shares subject to a number of factors, including, without limitation, general market and economic conditions and other investment and business opportunities available.
The Acquiror is relying on the “private agreement exemption” from the formal take-over bid requirements, as set out in section 4.2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (“NI 62-104”). The parties are entitled to rely on this exemption as: (a) purchases are being made from not more than 5 persons in the aggregate; (b) the bid is not being made generally to securityholders of the Common Shares; and (c) there is no published market for the Common Shares, and there is a reasonable basis for determining that the value of the consideration paid for any of the Common Shares is not greater than 115% of the value of the Common Shares.
A copy of the Early Warning Report to be filed by the Acquiror will be available on SEDAR+ under the Company’s profile on www.sedarplus.ca.
This early warning news release is issued under the early warning provisions of Canadian securities legislation, including National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
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