Early Warning Report Regarding Tekkorp Holdings LLC

Rhea-AI Summary

Tekkorp Holdings has increased its stake in FansUnite Entertainment Inc. through a significant share purchase transaction. The Acquiror purchased 76,122,140 common shares at $0.0014 per share, with 15,961,302 shares being effectively transferred on March 14, 2025.

Prior to this transaction, Tekkorp held 75,978,838 common shares and 12,500,000 warrants, representing potential control of 23.78% of outstanding shares if all warrants were exercised. Post-transaction, Tekkorp now controls 91,940,140 common shares and maintains 12,500,000 warrants. If all warrants are exercised, Tekkorp would control 104,440,140 shares, representing 28.07% of outstanding shares.

The transaction was executed under the 'private agreement exemption' from formal take-over bid requirements, meeting specific criteria including purchases from fewer than 5 persons and consideration value within 115% of share value.

Positive

• Strategic investor Tekkorp Holdings significantly increased ownership stake to 28.07% (if warrants exercised)
• Transaction completed at $0.0014 per share indicates investor confidence

Negative

• Share price of $0.0014 indicates extremely low valuation
• No active trading market for shares mentioned in filing

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.

For more information, or to obtain a copy of the Early Warning Report, please contact:

Denis Silva, Counsel
‎Telephone: 604.313.0343
Email: denis.silva@dlapiper.com

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/245145

FAQ

What is the total stake Tekkorp Holdings could control in FansUnite (FUNFF) after the recent share purchase?

Tekkorp could control 28.07% of FansUnite's outstanding shares (104,440,140 shares) if all warrants are exercised.

How many shares did Tekkorp Holdings purchase in FansUnite (FUNFF) and at what price?

Tekkorp purchased 76,122,140 common shares at $0.0014 per share.

What exemption did Tekkorp use for the FansUnite (FUNFF) share purchase?

Tekkorp used the 'private agreement exemption' from formal take-over bid requirements under section 4.2 of NI 62-104.

How many warrants does Tekkorp Holdings currently hold in FansUnite (FUNFF)?

Tekkorp holds 12,500,000 common share purchase warrants.