Good Gamer to be Acquired by 66 Resources

2019-08-16 11:59 ET – News Release

Mr. Michael Dake reports

66 RESOURCES CORP. ANNOUNCES ESPORTS NON-BINDING LOI WITH GOOD GAMER CORP AND NON-BROKERED PRIVATE PLACEMENT

66 Resources Corp. has entered into a non-binding letter of intent with Good Gamer Corp. to acquire all of the issued and outstanding common shares of Good Gamer in exchange for the issuance by the company of seven million common shares. Good Gamer is a Vancouver-based start-up focused 100% on providing brand focused engagement marketing services within the e-sports industry on its viral marketing platform. Completion of the Proposed Transaction is conditional upon, among other things, completion of the Offering (as defined below), completion of satisfactory due diligence by the parties, negotiation of definitive agreements and shareholder and regulatory approvals. In accordance with the terms of the Letter of Intent, Good Gamer has granted the Company exclusivity for a period of 45 days to negotiate and finalize the terms of the Proposed Transaction and execute definitive documentation.

66 Resources Corp. (“66 Resources” or the “Company”) (CSE:SXX) is also announcing a non-brokered private placement (the “Offering”) of 6,000,000 common shares of the Company (“Common Shares”) at a price of $0.35 per Common Share for total gross proceeds of approximately $2,100,000 with an over-allotment option to increase the size of the Offering to approximately 8,571,500 Common Shares for gross proceeds of approximately $3,000,000 . The Company intends to use the net proceeds of the Offering for working capital and for expenses incurred in connection with the Proposed Transaction. Completion of the Proposed Transaction is not a condition to completion of the Offering.

The Company may pay a cash finder’s fee on all or a portion of the Offering of six percent of the total proceeds and may issue finder’s warrants (each a “Finder’s Warrant”) equal to six percent of the number of Common Shares issued. Each Finder’s Warrant will be exercisable for one Common Share for a period of 24 months following closing of the Offering at an exercise price of $0.35. All securities issued pursuant to the Offering will be subject to a statutory four-month hold period.

We seek Safe Harbor.

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