Relay Ventures Fund III L.P. and Relay Ventures Parallel Fund III L.P. Acquire Common Shares of Playmaker Capital Inc.
TORONTO, June 1, 2021 /CNW/ - This news release is issued by Relay Ventures Fund III L.P. and Relay Ventures Parallel Fund III L.P. (together, "Relay") pursuant to the early warning requirements of Canada's National Instrument 62-104 and National Instrument 62-103 with respect to common shares (the "Common Shares") of Playmaker Capital Inc. (formerly Apolo III Acquisition Corp.) (the "Issuer").
Relay announces that it has acquired Common Shares in connection with the reverse-takeover (the "Reverse Takeover") of the Issuer by Playmaker Capital Inc. ("Old Playmaker"), which was completed on May 31, 2021. Pursuant to the Reverse Takeover, Old Playmaker amalgamated with a wholly-owned subsidiary of the Issuer and the shareholders of Old Playmaker became the shareholders of the Issuer. In connection with the Reverse Takeover, the Issuer changed its name to "Playmaker Capital Inc.". The Reverse Takeover was approved by shareholders of the Issuer at a special meeting held on May 26, 2021. Pursuant to the Reverse Takeover, Relay was issued an aggregate of 32,994,480 Common Shares. Relay acquired each Common Share in exchange for one (1) common share of Old Playmaker (the "Old Playmaker Shares"), after taking into account Old Playmaker's consolidation (the "Consolidation") of Old Playmaker Shares at a ratio of 2.5 pre-Consolidation Old Playmaker Shares to one (1) post-Consolidation Old Playmaker Share. The Consolidation occurred immediately prior to the Reverse Takeover and the acquisition of the Common Shares by Relay.
Upon completion of the Reverse Takeover, Relay acquired beneficial ownership and control over 32,994,480 Common Shares, representing approximately 18.5% of the issued and outstanding Common Shares on a non-diluted basis, and 17.5% of the issued and outstanding Common Shares on a fully-diluted basis.
Relay acquired the Common Shares for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control, or direction over securities of the Issuer through market transactions, private agreements, treasury issuances, exercise of warrants, or otherwise.
Relay is party to a board nomination agreement with the Issuer, JPG Investments Inc., and Jordan Gnat (the "Board Nomination Agreement") dated May 31, 2021, pursuant to which the Issuer has granted to Relay, for so long as Relay holds at least 7.5% of the issued and outstanding Common Shares (on a non-diluted bases), the right to designate one of certain qualified individuals (the "Relay Nominee") to be included among the Issuer's board of directors nominees as directors at each meeting of the Issuer's shareholders at which directors are to be elected by the Issuer's shareholders. Relay's co-founder and managing partner, John Albright, will be the initial Relay Nominee. The Board Nomination Agreement also requires Relay to vote the Common Shares controlled or beneficially held by Relay in favour of the Issuer's board of directors slate of nominees for election as directors at each meeting of the Issuer's shareholders at which directors are to be elected, provided that the Relay Nominee has been nominated in accordance with the Board Nomination Agreement.
The Common Shares acquired pursuant to the Reverse Takeover were acquired in reliance upon the business combination exemption under section 2.11 of National Instrument 45-106 Prospectus and Registration Exemptions.
SOURCE Relay Ventures Fund III L.P.

and to obtain a copy of the early warning report filed under applicable Canadian provincial and territorial securities legislation in connection with the transactions described herein, please go to the Issuer's profile on the SEDAR website (www.sedar.com) or contact John Albright at [email protected]. Relay has its registered office at 446 Spadina Road, Suite 3030, Toronto, Ontario, M5P 3M2.
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