Seven Aces Announces Receipt of Interim Court Order, HSR Approval, Exchange Conditional Approval and Mailing of Meeting Materials for Go-Private Transaction

TORONTO, ON / ACCESSWIRE / July 7, 2020 / Seven Aces Limited (the “Company” or “Seven Aces“) (TSXV:ACES)(OTC PINK:ACEXF) is pleased to provide the following updates in connection with its previously-announced arrangement whereby, among other things, an affiliate of Trive Capital Management LLC (“Trive Capital“) has agreed to acquire all of the issued and outstanding common shares of Seven Aces (the “Shares“) other than those Shares owned by Ascendant Group Holdings Inc., a company controlled by Mr. Manu Sekhri (CEO of Seven Aces) (the “Rollover Shareholder“), in exchange for cash consideration of CDN $2.15 per Share (the “Arrangement”), subject to customary closing conditions:

• Interim Order: On June 29, 2020 the Ontario Superior Court of Justice (Commercial List) granted an interim order authorizing, among other things, the holding of a special meeting (the “Meeting“) of Seven Aces shareholders (the “Shareholders“) to consider the Arrangement.
• Meeting Materials: The Company will be mailing a management information circular dated June 29, 2020 (the “Circular“), together with the notice of special meeting, a letter of transmittal and a form of proxy (collectively, the “Meeting Materials“), to the Shareholders of record as of June 29, 2020. The Meeting Materials are also available on SEDAR (www.sedar.com) under Seven Aces’ issuer profile.
• Hart-Scott-Rodino Clearance: On June 30, 2020, the United States of America Federal Trade Commission (Bureau of Competition Premerger Notification Office) granted the Company’s request for early termination of the HSR waiting period with respect to the Arrangement.
• TSX Venture Exchange Conditional Acceptance: On June 30, 2020, the TSX Venture Exchange (the “Exchange“) conditionally accepted the Company’s notice with respect to the Arrangement. Upon closing of the Arrangement, the Shares will be delisted from the Exchange. The Company must not close the Arrangement until it has received final acceptance of the Arrangement from the Exchange.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve a special resolution in respect of the Arrangement (the “Arrangement Resolution“). Further details on the Arrangement can be found in the Circular.

The Meeting will be held on August 5, 2020 at 9:00 a.m. (Toronto time) at the offices of Seven Aces located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1. In light of the ongoing public health concerns related to COVID-19 and in order to comply with the measures imposed by the federal and provincial governments, the Company is encouraging Shareholders and others not to attend the Meeting in person. Seven Aces is offering Company Shareholders the option to listen and participate (but not vote) at the Meeting in real time by conference call at the following coordinates:

Telephone: 416-477-3400, Option 7, Passcode 3410#

In order to minimize group sizes and respect social distancing regulations, all Shareholders are urged to vote on the matters before the Meeting by proxy which can be submitted electronically, by mail, or by phone as further described in the Circular, by no later than 9:00 a.m. (Toronto time) on July 31, 2020. If you have any questions or if you require assistance with voting, please contact the Company’s proxy solicitation agent, Kingsdale Advisors, by telephone at 1-877-659-1825 (toll-free) or 1-416-867-2272 (collect) or by email at contactus@kingsdaleadvisors.com.

Certain supporting Shareholders, which include the Rollover Shareholder and certain directors and officers of the Company, have entered into voting support agreements with affiliates of Trive Capital, pursuant to which such supporting Shareholders have agreed, on the terms and conditions specified therein, to vote their Shares in favour of the Arrangement Resolution. As of June 11, 2020, the supporting Shareholders beneficially owned, or exercised control or direction over, an aggregate of 19,510,598 Shares, representing approximately 26.7% of the issued and outstanding Shares as of the date thereof on a non-diluted basis.

Completion of the Arrangement is subject to certain conditions, including receipt of the requisite approval by Shareholders at the Meeting, the final acceptance of the Exchange and the final order of the Ontario Superior Court of Justice (Commercial List), which is scheduled for August 7, 2020. If all necessary approvals are obtained and the conditions to the completion of the Arrangement are satisfied or waived, it is currently anticipated that the Arrangement will become effective in mid-August 2020.

About Seven Aces Limited

Seven Aces Limited is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.

More information about the Company is available on Seven Aces’ website (www.sevenaces.com).

About Trive Capital

Trive Capital is a Dallas, Texas based private equity firm managing approximately US$2 billion in aggregate capital commitments. Trive focuses on investing equity and debt in what it sees as strategically viable middle-market companies with the potential for transformational upside through operational improvement. Trive seeks to maximize returns through a hands-on partnership that calls for identifying and implementing value creation ideas.

Ryan Bouskill
Chief Financial Officer
Tel. (647) 228-8668
ryan@sevenaces.com

Stephanie Lippa
Office Manager
Tel. (416) 477-3411
stephanie@sevenaces.com

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements or “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements“). Often, forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Seven Aces operates, and beliefs of and assumptions made by Seven Aces’ management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results, performance or expectations of Seven Aces. The arrangement agreement contains conditions to closing and there is no assurance that these conditions will be satisfied or waived prior to the outside date provided therein or at all, and there are no assurances that the Arrangement will be completed. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to Seven Aces’ financial or operational projections, projected synergy, development or operation of new innovative software solutions, and the growth of Seven Aces’ businesses and operations (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward- looking nature, including, but not limited to, “intends,” “plans,” “will likely,” “unlikely,” “believe,” “expect,” “seek,” “anticipate,” “estimate,” “continue,” “will,” “shall,” “should,” “could,” “may,” “might,” “predict,” “project,” “forecast,” “target,” “potential,” “forecast,” “goal,” “objective,” “guidance” and “outlook”), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Seven Aces believes that in making any such forward-looking statement, Seven Aces’ expectations are based on reasonable assumptions, any such forward-looking statement involves known and unknown risks and uncertainties that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including but not limited to adverse changes in general economic or market conditions or changes in political conditions or federal, provincial or state laws and regulations and the ability of the parties to achieve all of the conditions to the closing in order to consummate the Arrangement (including obtaining any necessary shareholder, court and regulatory approvals for the Arrangement). Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Seven Aces does not undertake any obligation to update any forward-looking statement to reflect new events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for Seven Aces to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement contained in this news release is expressly qualified in its entirety by this cautionary statement.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Seven Aces Limited

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