Toronto, Ontario--(Newsfile Corp. - January 3, 2018) - Tova Ventures II Inc. ("Tova" or the "Company") (TSXV: TOVA.P), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce it has entered into a letter of intent dated January 2, 2018 (the "LOI") with Enthusiast Gaming Inc. ("Enthusiast"), to effect a business combination of the two companies (the "Proposed Transaction"). The Proposed Transaction will be a reverse takeover of the Company by Enthusiast and its shareholders. Subject to the approval of the Exchange, the Proposed Transaction will constitute the Company's Qualifying Transaction under Exchange Policy 2.4 — Capital Pool Companies (the "CPC Policy"). The Company intends to list its common shares on the Exchange as a Tier 2 Technology Issuer upon completion of the Proposed Transaction.
Enthusiast Gaming Inc.
Enthusiast is a private Ontario corporation that is the fastest growing online community of video gamers. Together with its owned digital media properties and live events, it reaches over 50 million gamers monthly with unique, curated content and user generated posts, across more than 60 websites, digital properties and social media channels worldwide. Enthusiast also owns and operates Canada's largest gaming expo, Enthusiast Gaming Live Expo (EGLX). For more information, visit www.enthusiastgaming.com.
The Proposed Transaction
It is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties. The LOI will be superseded by definitive documentation between the Company and Enthusiast that includes customary representations, warranties conditions and covenants for transactions of this nature.
There are currently an aggregate of 5,795,600 common shares in the capital of Tova (each, a "Tova Common Share") issued and outstanding, as well as 572,000 stock options and 274,400 broker warrants, each exercisable to acquire one Tova Common Share at an exercise price of $0.10. In connection with the Proposed Transaction, all outstanding stock options of Tova shall remain in effect until the date which is twelve months following the closing of the Proposed Transaction.
Pursuant to the Proposed Transaction, the holders of the issued and outstanding common shares of Enthusiast (the "Enthusiast Common Shares") shall receive that number of Tova Common Share for each Enthusiast Common Share held, at a ratio to be determined in the context of the market (the "Exchange Ratio"). Pursuant to the Proposed Transaction, all existing options, warrants or other securities convertible into Enthusiast Common Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Tova Common Shares on substantially similar terms and conditions.
On or immediately prior to the completion of the Proposed Transaction, it is anticipated that Tova will effect a name change to such name as may be determined by Enthusiast.
If the Proposed Transaction is completed, it is anticipated that the board of directors of Tova shall be reconstituted to consist of such directors as Tova and Enthusiast shall determine, and all existing officers of Tova shall resign and be replaced with officers appointed by the new board of directors.
Mr. Alan Friedman, a director of both Enthusiast and Tova, declared his conflict in respect of the matters forming part of the Proposed Transaction and recused himself from deliberations of the board of directors of each of Tova and Enthusiast. Mr. Friedman does not own greater than 10% of the issued and outstanding shares of either entity and is not considered a "Control Person" of either entity. The Proposed Transaction does not constitute a "Related Party Transaction" as defined in Multilateral Instrument 61-101 or a Non-Arm's length Qualifying Transaction as defined in Exchange Policy 2.4. As a result, the Proposed Transaction is not subject to Majority of the Minority Approval as defined in the policies of the Exchange, or shareholder approval as required by the applicable securities or corporate laws.
Enthusiast may complete a financing in connection with the Proposed Transaction prior to closing.
Trading in the Tova Common Shares has been halted as a result of the announcement of the Proposed Transaction. Tova expects that trading in the Tova Common Shares will remain halted pending closing of the Proposed Transaction, subject to the earlier re-commencement of trading only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policies.
The obligations of Tova and Enthusiast pursuant to the LOI shall terminate in certain specified circumstances, including in the event that the Proposed Transaction is not completed by May 31, 2018.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and shareholder approval, if required. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.
Sponsorship of a Qualifying Transaction of a Capital Pool Company is required by the Exchange unless exempt in accordance with the Exchange policies. The Company intends to apply for a waiver of the sponsorship requirement for the Proposed Transaction.
For more information please contact:
Chief Executive Officer
Tova Ventures II Inc.
Email: [email protected]
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions, timing, status and/or completion of the Proposed Transaction; use of funds; and the business and operations of the Company or Enthusiast, before and/or after completion of the Proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the results of operations; potential for conflicts of interests; as well as volatility of the Company's common share price and volume. There can be no assurance that such statements will prove to be accurate or complete, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company and Enthusiast each disclaims 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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