TORONTO, Sept. 15, 2021 (GLOBE NEWSWIRE) — PMML Corp. (the “Company”) is pleased to announce that it has filed a preliminary non-offering prospectus (the “Prospectus”) in the provinces of Ontario, British Columbia, Alberta, New Brunswick and Newfoundland & Labrador (the “Reporting Jurisdictions”). No securities are being sold pursuant to the Prospectus and no additional proceeds are being raised. The Prospectus qualifies the shares underlying 37,814,655 subscription receipts (the “Subscription Receipts”) issued by the Company in connection with a brokered private placement on June 9, 2021 (the “Offering”) in addition to certain compensation warrants underlying compensation options issued in connection with the Offering. A copy of the Prospectus is available on the Company’s SEDAR profile at www.sedar.com.
The Company is also pleased to announce that it is has received conditional acceptance to list its common shares (to be reclassified as New Subordinate Voting Shares (as defined herein) following the Meeting (as defined herein)) on the TSX Venture Exchange (the “TSXV). Listing and trading of the New Subordinate Voting Shares is subject to the Company fulfilling all of the TSXV’s listing requirements, including the Company receiving a receipt in respect of a final prospectus. The Company expects to provide additional information in respect of the anticipated listing on the TSXV over the coming weeks.
Shareholders of the Company (the “Shareholders”) are also reminded of the Company’s annual and special shareholders’ meeting scheduled to be held virtually at 10:00 a.m. (Toronto time) on September 20, 2021 (the “Meeting”) – https://web.lumiagm.com/227206084 (password: pmml2021). The matters to be considered at the Meeting are set out in the Company’s management information circular dated August 26, 2021 (the “Circular”). A copy of the Circular is available on the Company’s SEDAR profile at www.sedar.com.
Among other matters, at the Meeting, the Shareholders will be asked to:
|(a)||Approve a change in the Company’s name from “PMML Corp.” to “Rivalry Corp.” or such other name as may be determined by the board of directors; and|
|(b)||Elect the board of directors for the ensuing year.|
Each of Steven Salz, Steven Isenberg, Ryan White and Kevin Wimer are standing for re-election. In addition to Salz, Isenberg, White and Wimer, the Shareholders are also being asked to elect to the board two new independent directors – Stephen Rigby and Kirstine Stewart.
Stephen Rigby – Mr. Rigby was President and CEO of the Ontario Lottery and Gaming Corporation from January 2015 to October 2020. From 2010 until 2015, he held the Deputy Ministerial position of National Security Advisor to the Prime Minister of Canada. In that role, he was responsible for the provision of strategic policy and operational advice to the Prime Minister and the Cabinet on all significant national security, foreign and defence policy issues facing the country. From the period of 2008 until 2010, Mr. Rigby was President of the Canada Border Services Agency, responsible for the trade and security management of all Canada’s international borders. Further, Mr. Rigby has previously held the positions of Associate Deputy Minister of Foreign Affairs and Executive Vice President of the Canada Border Service Agency.
Kirstine Stewart – Ms. Stewart has spent a career working globally at the intersection of media and technology. As VP North America Media at Twitter, Ms. Stewart led teams across the US driving partnerships in news, entertainment, government and sports, transitioning to this role after she founded and built Twitter’s fastest-growing global ad sales office. Before moving to Twitter, Ms. Stewart was the head of the Canada Broadcast Corporation. Ms. Stewart is credited with reviving the broadcaster, introducing such hit shows as Dragons’ Den (Shark’s Tank), Murdoch Mysteries, Heartland, Being Erica and the development of Schitt’s Creek. Over her career, Ms. Stewart held a series of executive positions in Canada and the US focused on the global and regional expansion of US brands including HGTV and Food Network and managing programming of 37 international channels for Hallmark Entertainment. Ms. Stewart is currently CRO of Pex, a global leader in digital rights.
As set out in the Circular, at the Meeting, Shareholders will also be asked to consider and pass a special resolution (the “Dual Class Share Resolution”) approving one or more amendments to the articles of the Company to create a new class of shares designated as subordinate voting shares (the “New Subordinate Voting Shares”) and a new class of shares designated as multiple voting shares (the “Multiple Voting Shares”), and to re-designate each outstanding (a) common share of the Company (the “Subordinate Voting Shares”) as a New Subordinate Voting Share; and (b) Class A share of the Company (the “Class A Shares”) as a Multiple Voting Share (the “Dual Class Structure”).
The Class A Shares currently entitle the holders thereof to fifty (50) votes per share. As of the date of this news release the Class A Shares represent approximately 5.67% of the issued and outstanding shares of the Company, but carry approximately 75.04% of the voting power. If the Dual Class Share Resolution is approved and comes into effect and the Subscription Receipts are converted into New Subordinate Voting Shares, the Multiple Voting Shares will carry one-hundred (100) votes per share and represent approximately 4.67% of the issued and outstanding shares of the Company, but will carry approximately 83.05% of the voting power.
Pursuant to applicable corporate and securities laws and the policies of the TSXV, the Dual Class Share Resolution must be approved by:
|(a)||not less than two-thirds of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting;|
|(b)||not less than two-thirds of the votes cast by the holders of the Subordinate Voting Shares present in person or represented by proxy and entitled to vote at the Meeting as a separate class;|
|(c)||not less than two-thirds of the votes cast by the holders of the Class A Shares present in person or represented by proxy and entitled to vote at the Meeting as a separate class;|
|(d)||not less than a majority of the votes cast by the shareholders present in person or represented by proxy at the Meeting other than promoters, directors, officers and other insiders of the Company and any proposed recipient of the Multiple Voting Shares and their Associates and Affiliates (as defined by the policies of the TSXV);|
|(e)||not less than a majority of the votes cast by all shareholders present in person or represented by proxy and entitled to vote at the Meeting other than CrayneAce Inc. (a control person of the Company);|
|(f)||not less than a majority of the votes cast by all holders of Subordinate Voting Shares present in person or represented by proxy at the Meeting other than CrayneAce Inc.; and|
|(g)||not less than a majority of the votes cast by all holders of Class “A” Shares present in person or represented by proxy and entitled to vote at the Meeting other than CrayneAce Inc.|
Shareholders are also advised that the previous proxy cut-off time of 10:00 a.m. (Toronto time) on September 16, 2021 as set out in the Circular has been extended for all shareholders until immediately prior to the start of the Meeting.
About PMML Corp.
PMML Corp. wholly owns and operates Rivalry Limited, a leading sport betting and sports media property offering fully regulated online wagering on esports, traditional sports, and casino for the next generation of bettors. Rivalry Limited currently holds an Isle of Man license, considered one of the premier online gambling jurisdictions. Based in Toronto, Rivalry operates a global team in more than 18 countries and growing. Rivalry Limited was granted its Isle of Man license in early 2018, officially launching in August of that year, and the Company is currently in the process of obtaining additional country licenses. The Company also has a variety of originally developed products, including Quest, a gamified on-site betting experience, and an original casino game called Rushlane that offers both B2C and B2B opportunities. For more information, visit https://www.pmmlcorp.com/.
Steven Salz, CEO
Kell Cholko / [email protected]
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information in this news release includes, but is not limited to, statements relating to the listing of the New Subordinate Voting Shares on the TSXV, the proposed change in the Company’s name and the election of directors, the coming into effect of the Dual Class Structure, the timing of the Meeting and conversion of the Subscription Receipts into New Subordinate Voting Shares.
Forward-looking statements are based on the opinions and estimates of management of PMML at the date the statements are made based on information then available to the Company. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company’s business are contained under the heading “Risk Factors” in the Prospectus filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.