LottoGopher Holdings Inc. (CNSX:LOTO) announced a non-brokered private placement of up to 23,076,924 units at a price of CAD 0.13 per unit for gross proceeds of up to CAD 3,000,000 on December 4, 2017. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles its holder to acquire one common share at an exercise price of CAD 0.25 for a period of five years from the date of closing. The transaction is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange, and such further restrictions as may apply under foreign securities laws. The securities will be subject to a statutory hold period lasting four months and one day following the closing date. Closing of the transaction is expected to occur on or about December 18, 2017. The company may pay a cash finder's fee of up to 7% of the gross proceeds and 7% warrants for the transaction. The company would also like to announce an over-allotment option, which may be exercised without obligation, exercisable in whole or in part and in one or more tranches at any time and from time to time prior to the closing of the offering, to offer up to an additional 25% of the units sold under the transaction, with the same terms and conditions as the units. The company will issue securities pursuant to exemption provided under Regulation D.