The transaction shall constitute Drummond's Qualifying Transaction (as defined in the policies of the
Private Placements and CPC Loan
In connection with the Qualifying Transaction, Sun Machine intends on closing a non-brokered private placement (the 'Bridge Financing') of convertible debentures (the 'Debentures'), whereby Sun Machine will issue
Further to its news release dated
About Sun Machine
Sun Machine is a video game development and publishing company that was incorporated on
Disclaimer for Forward-Looking Information
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact are forward-looking statements. Forward looking statements are often identified by terms such as 'may', 'should', 'anticipate', 'expect', 'potential', 'believe', 'intend', 'estimate' or the negative of these terms and similar expressions. Forward-looking statements in this news release include but are not limited to: (i) renaming the Resulting Issuer; (ii) trading of Resulting Issuer shares; (iii) closing of the Qualifying Transaction by the first quarter of 2020; (iv) closing, timing of closing, and use of proceeds of the Bridge Financing and Concurrent Financing; (v) provision of additional details of the Concurrent Financing; (vi) use of proceeds of the CPC Loan; (vii) the Amalgamation procedure; (viii) the proposed Resulting Issuer shareholdings; (ix) open beta and worldwide game launch; (x) preparation and disclosure of financial information; (xi) preparation of the filing statement in respect of the Qualifying Transaction: and (xii) additional information regarding the proposed nominees for directors and officers of the Resulting Issuer. Forward-looking statements are based on certain assumptions regarding Sun Machine and Drummond, including the completion of the Qualifying Transaction, anticipated benefits from the transactions, and expected growth, results of operations, performance, industry trends and growth opportunities. While Sun Machine and Drummond consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forwardlooking statements. The assumptions of Sun Machine and Drummond, although considered reasonable by them at the time of preparation, may prove to be incorrect. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the inability to implement business strategies; competition; currency and interest rate fluctuations and other risks. Among other things, there can be no assurance that the transactions will be completed or that the anticipated benefits from the transactions will be achieved. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. For more information on the risk, uncertainties and assumptions that could cause anticipated opportunities and actual results to differ materially, please refer to the public filings of Drummond which are available on SEDAR at www.sedar.com. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. Sun Machine and Drummond disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in
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