Legacy Eight Ltd., a profitable online service provider for Lottery, Casino, and Sportsbook gambling, is announcing that has entered into a definitive agreement to be acquired by a private British Columbia company as part of its proposed listing. In connection with the acquisition, BCCO has engaged Mackie Research Capital Corp. (the “Agent”), pursuant to which the Agent has agreed to offer for sale up to 20,000,000 subscription receipts of BCCO (“Sub Receipts”), on a “best efforts” private placement basis at a price of $0.50 per Sub Receipt (the “Issue Price”) for total gross proceeds of up to $10,000,000 (the “Offering”).
Each Sub Receipt issued under the Offering shall be automatically exchanged into one common share of BCCO (“BCCO Shares”) without any further payment or action on the part of the holder upon satisfaction by BCCO of the following escrow release conditions: (i) having received a receipt for a final prospectus qualifying the distribution of the BCCO Shares issuable upon conversion of the Sub Receipts; (ii) having received conditional acceptance for the listing of the BCCO Shares on the Canadian Securities Exchange or such other national securities exchange as may be approved by BCCO and the Agent; (iii) having satisfied all conditions in the agency agreement governing the Offering and not committing any material breach of covenants in such agency agreement; and (iv) BCCO and the Agent delivering a joint notice to the escrow agent in accordance with the terms of a subscription receipt agreement.
BCCO has granted the Agent an option to offer for sale up to an additional 3,000,000 Sub Receipts, at the Issue Price, exercisable in whole or in part at any time for a period of up to 48 hours prior to the closing of the Offering.
The Offering is being carried out by BCCO prior to making an application to obtain a listing on the Canadian Securities Exchange. There can be no assurance that BCCO will successfully achieve a listing as planned.