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Seven Stars Cloud to Raise an Aggregate of $40 Million USD in Strategic Private Placement from GT DollarNEW YORK, March 22, 2018 /PRNewswire/ -- Seven Stars Cloud Group, Inc. (NASDAQ: SSC) ("SSC" or the "Company"), is pleased to announce that the Company has entered into a Purchase Agreement ("Purchase Agreement") with GT Dollar Pte. LTD., a Singaporean-based global virtual credit clearing system operator connecting over 2 million businesses worldwide (the "Purchaser" or "GTD"), for $40,000,000 USD, in exchange for SSC common stock ("Common Stock") and two Convertible Promissory Notes ("Promissory Notes"). The Purchase Agreement and Promissory Notes contain both customary and special representations, warranties and covenants. Pursuant to the terms of the Purchase Agreement and Convertible Promissory Notes (which will be described further by SSC in its current report on Form 8-K to be filed later today), the Company, in a private placement transaction, has agreed to the following: (a) Common Shares: GTD will receive 13,773,010 shares of SSC Common Stock for a purchase price of $25,066,878.20 USD, or $1.82 per share. GTD has agreed to fund the $25,066,878.20 USD on or before March 31, 2018. (b) Promissory Notes: The Company shall issue to GTD two Promissory Notes – one for $10,000,000 USD and one for $4,933,121.80 USD, bringing Purchaser's total investment into the Company to $40,000,000 USD. Upon satisfaction of certain conversion conditions (see Form 8-K for more information), including but not limited to, obtaining approvals of the Company's stockholders and filing an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, all of the principal and accrued but unpaid interest shall be automatically converted into shares of SSC Common Stock at a conversion rate of $1.82 per share. GTD has agreed to fund (i) $4,933,121.80 USD on or before March 31, 2018 i exchange for a Promissory Note from SSC and (ii) $10,000,000 USD on or before April 30, 2018, in exchange for a separate Promissory Note. SSC intends to use the proceeds to support growth, strategic acquisitions, executive management hires, US headquarters costs, infrastructure costs and for general working capital purposes. In addition, SSC and GTD intend to enter into a partnership that will enhance SSC's ability to market its digital financial products by leveraging GTD's vast financial products sales network in Asia. Details of the partnership to be announced at a later date. The securities being sold in this private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. CONTACT: About Seven Stars Cloud Group, Inc. (http://www.sevenstarscloud.com/) Safe Harbor Statement View original content:http://www.prnewswire.com/news-releases/seven-stars-cloud-to-raise-an-aggregate-of-40-million-usd-in-strategic-private-placement-from-gt-dollar-300618132.html SOURCE Seven Stars Cloud Group, Inc. |