Calgary, Alberta – TheNewswire - July [7], 2022 – VIP Entertainment Technologies Inc. (formerly ANC Capital Ventures Inc.) (“ANC” or the “Company”), is pleased to announce that it has closed its previously announced business combination (the “Transaction”) with VIP Entertainment Group Inc. (“VIP “). The Transaction consisted of the acquisition by the Company of all of the issued and outstanding common shares in the capital of VIP  by way of a three-cornered amalgamation, pursuant to which a wholly-owned subsidiary of the Company amalgamated with VIP  and each VIP  shareholder received 1.16739 common shares in the capital of the Company for each VIP  common share held (“Exchange Ratio”).  As part of the Transaction, the Company changed its name from “ANC Capital Ventures Inc.” to “VIP Entertainment Technologies Inc.” and the directors and management nominated by VIP became the directors and management of the Company.

Following the completion of the Transaction, VIP is now a wholly-owned subsidiary of the Company, and the Company meets the listing requirements for a “Tier 2” issuer on the TSX Venture Exchange (the “Exchange”). The Company will continue the business of VIP, which is online gaming.

Trading in the common shares of the Company is expected to begin on the Exchange on, or about, July 14, 2022 under the symbol “VIP”.

Prior to the Transaction, ANC was a Capital Pool Company (as defined under the policies of the Exchange), and had not commenced commercial operations and had no assets other than cash. The Transaction constituted ANC’s “Qualifying Transaction”, as such term is defined in Policy 2.4 of the Exchange.

In connection with the Transaction, VIP  completed a brokered private placement through Research Capital Corp. of  subscription receipts at a price of $0.25 per subscription receipt for gross proceeds of $2,006,500. Each subscription receipt was deemed automatically converted into one unit (a “Unit”) of VIP, without the payment of additional consideration or the taking of further action on the part of the subscriber. Each Unit is comprised of one common share in the capital of VIP  and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one common share in the capital of VIP  (each, a “Warrant Share”) at a price of C$0.50 per Warrant Share for a period of twenty-four months following the satisfaction of the Escrow Release Conditions. All Units under the financing were exchanged for equivalent securities of the Company in connection with the terms of the Transaction subject to the Exchange Ratio (“Resulting Issuer Unit”).  

  

In connection with the Transaction, VIP also settled debt in the amount of $714,500 through the issuance of ‎2,858,000 VIP Units at a price of $0.25 per Unit.

 

As part of the Transaction, common share purchase warrants and agent’s options of VIP were replaced with similar securities of the Company with adjustments to their exercise or conversion terms to reflect the Exchange Ratio for the VIP common shares under the Transaction.   In addition, Market Tactic Media Ltd., ‎an ‎arm's-length party, was paid a finder’s fee in the amount of 770,000 Shares at the offering price of $0.21 per ‎ Share.‎

Following the completion of the Transaction, the Company currently has a total of 80,488,309 common shares outstanding, as well as: (i) common share purchase warrants exercisable to purchase up to 7,777,308 common shares at exercise prices ranging from $0.128 to $0.43; (ii) stock options exercisable to purchase 2,755,000 common shares at exercise prices ranging from $0.10 to $0.21; and (iii) agent’s options to acquire 225,633 Resulting Issuer Units at $0.21 per Unit.

An aggregate of ‎35,313,665‎ common shares are subject to escrow pursuant to Exchange escrow requirements.  In addition, ‎a further 16,927,155‎ common shares are subject to resale restrictions pursuant to the TSX Venture Exchange’s resale matrix.‎

As a result of the closing of the Transaction, the directors and executive officers of the Company are now:

        Joel Donais                                    President, Chief Executive Officer and Director

Charidy Lazorko                Chief Financial Officer       

David Antony                Director

Scott Seguin                Director

Michael Mansfield                Director

Trevor Wong-Chor                Corporate Secretary

Further details about the Transaction and the Company as the resulting issuer from the Transaction are available in the final prospectus of ANC filed in respect of the Transaction under ANC’s profile on SEDAR at www.sedar.com. The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the prospectus.

Granting of Stock Options ‎

An aggregate of ‎2,200,000‎ options to purchase Company Shares exercisable at a price of $0.25 for a ‎‎period of five (5) years have been issued to directors, officers and certain employees of the Resulting ‎‎Issuer in connection with the Transaction. ‎

The Company has determined that exemptions from the various requirements of TSX Venture Exchange ‎‎Policy 5.9 are available for the grant of these Options.  The Options are subject to ‎TSX Venture ‎Exchange acceptance.‎

Trading Update and New Symbol ‎

The Company will remain halted pending final materials being reviewed by the TSX Venture Exchange ‎and expects to ‎commence trading on, or about, July 14, 2022 under the new symbol “VIP” and ‎CUSIP/ISIN CA92763B1094‎.‎

Early Warning Disclosure Pursuant to National Instrument 62-103‎

In connection with the Transaction, Randy Jennings of Calgary, Alberta acquired ownership of ‎‎13,425,102 Common Shares in exchange for his common ‎shares in the capital of VIP and 200,000 options ‎‎(representing approximately 17% of the issued and outstanding ‎Common Shares on a non-diluted ‎basis and 15% on a fully diluted basis).‎ ‎The deemed value of the Common Shares ‎‎issued in connection with the Transaction was $0.21 ‎per Common Share. ‎

In connection with the Transaction, Theresa Jennings of Calgary, Alberta acquired ownership of ‎‎13,424,985 Common Shares in exchange for her common ‎shares in the capital of VIP and 200,000 options ‎ ‎‎(representing approximately 17% of the issued and outstanding ‎Common Shares on a non-diluted basis ‎and 15% on a fully diluted basis). The deemed value of the Common Shares ‎‎issued in connection with the Transaction ‎was $0.21 ‎per Common Share. ‎

Each of Randy Jennings and Theresa Jennings: (i) acquired the securities in ‎connection ‎with the Qualifying Transaction; (ii) holds the securities for investment purposes; ‎and (iii) does not have ‎any current intentions to increase or decrease their beneficial ownership or ‎control or direction over any ‎additional securities of the Corporation. As disclosed in the Prospectus, the securities of the ‎Corporation held by each of  Randy Jennings and Theresa Jennings are subject to escrow restrictions. Upon ‎release of the securities from escrow, or ‎otherwise in accordance with the terms of the escrow ‎restrictions, each of Randy Jennings and Theresa Jennings ‎may, from time to time and depending on market ‎and other conditions, acquire ‎additional Common Shares through market transactions, private ‎agreements, treasury issuances, ‎dividend reinvestment programs, exercise of options, convertible ‎securities or otherwise, or may sell ‎all or some portion of the Common Shares they owns or control, or ‎may continue to hold the ‎Common Shares.‎

Immediately prior to the Transaction, Randy Jennings and Theresa Jennings  did not hold ‎any shares of the Company. ‎

A copy of ‎the Early Warning Reports for each Randy Jennings and Theresa Jennings can be obtained on the Company's SEDAR profile or by contacting Joel Donais.‎

For further information please contact:‎

Joel Donais

Chief Executive Officer and Director

joel@vipentertaingroup.com

‎587-436-5635‎

   

About VIP

VIP Entertainment Group Inc. was formed in 2016 to deliver sports betting, casino games and poker to the top tiers of sports bettors and poker players. VIP is licensed in Curacao under gaming license GLH-OCCHKTW070390.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Company's common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

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 release.