ROHSTOFF INTERNATIONAL

10:25 | 08.06.2015
Fantasy Aces, LLC Announces a Business Combination with DraftTeam Daily Fantasy Sports Corp.

VANCOUVER, BRITISH COLUMBIA–(Marketwired – June 8, 2015) –

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Fantasy Aces, LLC (“Fantasy Aces”), a California limited liability company and DraftTeam Daily Fantasy Sports Corp. (the “Corporation” or “DraftTeam”) (TSX VENTURE:DTS) are pleased to announce that they have entered into a definitive agreement (the “Business Combination Agreement”) on June 8, 2015. The resulting business combination (the “Transaction”) will combine their assets into a newly formed partnership,, when completed, which will be considered a “Reverse Takeover” for the purposes of the TSX Venture Exchange (the “TSXV”).

Upon completion of the Transaction the resulting issuer will be renamed Fantasy Aces Daily Fantasy Sports Corp. (“FA”), and Fantasy Aces executives and employees will serve as the sole operators of the new entity, including all day-to-day site operations. Fantasy Aces has been a leader in the fast growing Daily Fantasy Sports (“DFS”) Sector and Fantasy Aces Daily Fantasy Sports Corp. expects to have an even greater presence in the DFS industry.

On a combined basis and for the 5-month period ended May 31, 2015, Fantasy Aces Daily Fantasy Sports Corp. has:

Gross Revenue: US $349,154
Contest Payouts: US $3,395,430

As at May 31, 2015 Fantasy Aces Daily Fantasy Sports Corp. has:

Members: 24,517
Active Members: 9,340

The above numbers will make Fantasy Aces one of the largest companies in the Daily Fantasy Sports industry in 2015.

The Boards of both companies expect the following advantages as a result of this Business Combination:

— Creation of a well-capitalized Corporation which is solely focused on
Daily Fantasy Sports
— An increase in the size and diversity of tournament types and breadth of
appeal
— A strong industry player that has shown an industry leading conversion
rate of new members to depositing players of over 50%
— Expanding user acquisition model while prominently diversifying
marketing and promotional activity
— Increasing the number and frequency of its industry renowned Live
Championship Events at unique and memorable sports-themed venues across
the country
— Establish affiliations with professional sports teams, leagues and
athletes
— Business expansion opportunities using its technology into International
markets

Management and Directors

Following the closing of the Transaction, management of Fantasy Aces Daily Fantasy Sports Corp. will be comprised of Tom Frisina, Chief Executive Officer; Bryan Frisina, Operations Director; Trent Frisina, Creative Director ; and Mike Olsen, Chief Financial Officer.

The Board of Directors is contemplated to be comprised of Tom Frisina (Chairman), David Antony, Dave Carbone, Richard Haddrill, and John Rak. The management team and Board of Directors have extensive experience in the daily fantasy sports and digital entertainment industries, along with significant experience in both the Canadian and American public markets. Background information for each of the key members are set out below.

Tom Frisina, Chairman and Chief Executive. Tom Frisina has over three decades experience in the Interactive Digital Media industry, while founding and leading three game publishers and as a key executive at Electronic Arts for 15 years. He is currently Executive Chairman of Tilting Point, a prominent NYC based multi-platform mobile gaming enterprise. He was a Professor at the Center for Digital Media in Vancouver, B.C. from 2006-11.

Bryan Frisina, Operations Director. Bryan Frisina was a General Manager with LA Fitness Sports Clubs where he excelled for 9 years operating multiple locations throughout Southern California. Bryan oversees the day to day operations of Fantasy Aces and is an integral part of training and developing talent within the Fantasy Aces team. Bryan Frisina was a star defensive back at Division II National Champion Azusa Pacific University and both taught and coached at the high school level for 5 years.

Trent Frisina, Creative Director. Trent was the visionary of Fantasy Aces LLC in 2012 and designed and oversaw the engineering implementation. Along with running the daily operations with Bryan, he is also the lead on all creative aspects of the FantasyAces product. He is highly regarded within the DFS community and has made dozens of live appearances on SiriusXM radio’s Fantasy Sports Channel while forging strong relationships within the DFS industry since the site inception.

Mike Olsen, Chief Financial Officer. Mike Olsen has over 15 years of accounting and finance experience and has worked in all aspects of a business after receiving a Master’s Degree in Accountancy. Most recently he has worked with a number of small businesses and has helped them develop the best financial tools for their businesses to increase their success rate. During his almost two years with Fantasy Aces he has helped them develop similar tools to their advantage.

Dave Carbone, CPA, proposed Director. David Carbone currently serves as Chairman of the Board for Electronic Arts International. He formerly held senior executive roles in Finance and International Operations for Electronic Arts. Mr. Carbone has over 25 years executive experience serving high technology public companies. He is also a Certified Public Accountant licensed in the State of New York.

Richard M Haddrill, proposed Director. Richard (Dick) Haddrill is Executive Vice Chairman of Scientific Games, Inc, a leading supplier of technology to the gaming and lottery industries, and Chairman of the Board of Corrective Education Company (CEC), a provider of restorative justice education and training to retailers and their customers. He has served as the CEO of three publicly traded technology companies which were very successful under his leadership, including Bally Technologies and Manhattan Associates, and as a Board member to nine companies. He has extensive experience in gaming, technology, international business and finance.

David Antony, proposed Director. David Antony is the current CEO of DraftTeam and is Chartered Accountant and has over 20 years’ experience in assisting companies in structuring transactions, accessing capital, and corporate governance. He is currently also Chief Executive and a director of Blackhawk Resource Corp., and Africa Hydrocarbons Inc., Valencia Ventures Inc. and Iron Tank Resources Corp. In addition David Antony sits on both the Local Advisory and National Advisory Committees for the TSXV.

John Rak, proposed Director. Mr. Rak has extensive experience in the Canadian investment banking industry and venture capital markets having previously held executive roles at a midsize Canadian investment bank as well as multiple public companies.

The Business Combination Agreement contemplates that DraftTeam will hold a meeting of its shareholders on or prior to August 1, 2015 to permit shareholders to vote on the Transaction. The board of directors of DraftTeam unanimously supports the Transaction, has determined that the Transaction is in the best interest of DraftTeam and recommends that the shareholders of DraftTeam vote in favour of the Transaction.

The Transaction will be undertaken by way of a corporate reorganization that will include the formation of a Canadian limited partnership of DraftTeam (“Newco LP”) and the issuance of units of Newco LP (the “Convertible Units”) to the members of the FantasyAces in exchange for the contribution to Newco LP of all their respective interests in Fantasy Aces. The Convertible Units will be convertible into common shares of DraftTeam (“DraftTeam Shares”) and, following completion of the Transaction, the former members of Fantasy Aces will hold Convertible Units, exercisable at any time at the option of the holder, into an aggregate of 57,539,453 DraftTeam Shares at a deemed price of $0.16 per DraftTeam Share for aggregate deemed consideration of $9,206,313, which will represent approximately 57.5% of the post-merger outstanding DraftTeam Shares.

Selected Fantasy Aces Financial Information

The following table contains selected annual financial and operating information with respect to Fantasy Aces and has been derived from Fantasy Aces’ management prepared unaudited financial statements for the period ended December 31, 2014:

—————————————————————————-
Unaudited Dec. 31,
2014 (US$)
—————————————————————————-
Sales $ 220,440
—————————————————————————-
Gross profit $ 54,175
—————————————————————————-
Net income (loss) $ (567,061)
—————————————————————————-
Total assets $ 189,008
—————————————————————————-
Long term financial liabilities $ 0
—————————————————————————-
Total Shareholders’ Equity $ (455,177)
—————————————————————————-

The Business Combination Agreement

The Business Combination Agreement includes non-solicitation covenants (subject to the fiduciary obligations of the board of directors or managers, as applicable, of each party and the right of each party to match any Superior Proposal, as defined in the Business Combination Agreement). The Business Combination Agreement, among other things, provides for non-completion fees of $100,000 in the event the Transaction is not completed or is terminated by either party in certain circumstances. The Business Combination Agreement provides that completion of the Transaction is subject to certain customary closing conditions and deliveries, including the receipt of all required regulatory approvals (including the approval of the TSXV), the approval of the shareholders of DraftTeam. The Transaction is anticipated to close by August 1, 2015.

In connection with the Transaction, DraftTeam has agreed to provide Fantasy Aces with a secured loan in the amount up to US$500,000 to allow Fantasy Aces to continue with key activities and obligations until the Transaction is completed. The loan has certain terms and conditions including but not limited to it bears interest at a rate of 10% per annum.

Transaction is an “Arm’s Length Transaction” as defined under TSXV policies.

DraftTeam intends to apply to the TSXV for an exemption from sponsorship requirements. There is no assurance that such exemption will be granted.

Reader Advisory
Certain information set forth in this news release contains forward-looking statements or information (“forward-looking statements”), including details about the Transaction. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation’s control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, the risks that the parties will not proceed with the Transaction, that the ultimate terms of the Transaction will differ from those that currently are contemplated and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied on. Trading in the securities of DraftTeam Daily Fantasy Sports Corp. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

All information contained in this press release with respect to the Corporation and Fantasy Aces was supplied by the Corporation and Fantasy Aces, respectively, for inclusion herein.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

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 press release.

FOR FURTHER INFORMATION PLEASE CONTACT:
DraftTeam Daily Fantasy Sports Corp.
David M. Antony
Chief Executive Officer
(403) 531-1710
dave@draftteam.com

Fantasy Aces LLC.
Tom Frisina
Chief Executive Officer
(805) 565-7850
tom@fantasyaces.com


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