/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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TORONTO, April 12, 2021 /CNW/ - OverActive Media
Corp. ("OverActive" or the "Corporation") and Abigail
Capital Corporation (TSXV: ACC.P) ("ACC") are pleased to
announce that all tranches of the previously announced private
placements have closed, pursuant to which it raised aggregate gross
proceeds of approximately $40 million
from the sale of subscription receipts (the "Receipts") and
common shares (the "Shares") at a price of $2.25 per Receipt or Share (the
"Offerings"). The Corporation closed on approximately
$1.9 million of additional proceeds
on Friday, April 9, 2021 as part of
the second closing.
The brokered private placement has closed on an additional
118,000 Receipts for additional proceeds of $265,500 (the "Brokered Offering"). The
final size of the Brokered Offering is 10,237,255 for total
proceeds of $23,033,824. In addition,
the Corporation closed on approximately $1.6
million of additional proceeds in the non-brokered private
placement (the "Concurrent Private Placement"). The final
size of the Concurrent Private Placement is approximately
$17 million to current shareholders,
friends and family, at the same price as the Receipts.
TD Securities Inc. acted as lead agent on the Brokered Offering
along with a syndicate of agents (together the "Agents") including
Cormark Securities Inc., Echelon Wealth Partners Inc. and Eight
Capital.
The Brokered Offering was completed in anticipation of
OverActive's going public transaction by way of amalgamation with
Abigail Capital Corporation ("ACC") (the "Proposed
Transaction) which was previously announced on March 3, 2021. The Proposed Transaction is
subject to parties entering into a definitive agreement in respect
of the Proposed Transaction (the "Definitive Agreement") by
April 30, 2021 or such other date as
ACC and the Corporation may mutually agree. Completion of the
Proposed Transaction is also subject to a number of other
conditions, including closing of the Offerings, reciprocal due
diligence, obtaining all necessary shareholder, regulatory and
third-party approvals, including TSX Venture Exchange approval.
Each Receipt shall entitle the holder thereof to receive, upon
satisfaction or waiver of certain escrow release conditions prior
to the escrow release deadline, including all conditions precedent
to the completion of the Proposed Transaction between OverActive
and ACC (the "Escrow Release Conditions"), and without
payment of additional consideration, one OverActive Share. Proceeds
of the Brokered Offering, other than 50% of the Agents' commission
and Agents' expenses, will be held in escrow pending completion of
the Proposed Transaction. Upon satisfaction of the Escrow Release
Conditions, the escrowed proceeds of the Brokered Offering, less
any amounts owing to the Agents, will be released to OverActive,
and each Receipt shall automatically convert into one (1)
OverActive Share. Each OverActive Share issued pursuant to the
conversion of the Subscription Receipts will be exchanged pursuant
to the terms of the Proposed Transaction for one post-consolidation
ACC Share.
The net proceeds of the Offerings are expected to be deployed
into organic and acquisition-based growth initiatives and used for
working capital and general corporate purposes.
OverActive Media Corp.
OverActive was incorporated in
2017 under the Ontario Business Corporations Act (the
"OBCA") with a mandate to build an integrated company
delivering esports and other entertainment products to today's
generation of fans. OverActive is a global esports and
entertainment organization that combines franchised team ownership
with audience engagement to connect with fans, franchise partners
and corporate sponsors around the world. In North America, OverActive owns the Toronto
Defiant of the Overwatch League and the Toronto Ultra of the Call
of Duty League. In Europe,
OverActive operates the Spain-based MAD Lions organization with teams
in League of Legends European Championship and in Counter-Strike
Global Offensive.
The Corporation is not a reporting issuer in any province or
territory of Canada. The
Corporation's principal investors include, BCE Inc., Michael Kimel, President of Harlo Capital and
part owner of the Pittsburgh Penguins and Sheldon Pollack, founder and President of Ov2
Capital Inc. and Chairman of the Board of AcuityAds Holdings. The
Corporation is led by a team of seasoned executives that have a
track record of execution and shareholder value creation in the
sports and entertainment businesses, including prior experiences at
Maple Leaf Sports & Entertainment, Bell Media, the Canadian
Olympic Committee, Google, Nike and CBC.
Abigail Capital Corporation
ACC was incorporated in
2018 under the Business Corporations Act of British Columbia (the "BCBCA"). ACC
completed its Initial Public Offering on August 30, 2019 and is classified as a Capital
Pool Company ("CPC") as defined in the TSXV Policy 2.4. As a
CPC, ACC's objective is to identify and acquire either operating
assets or a business, subject to regulatory approval, that meet the
criteria of a Qualifying Transaction as defined by the TSXV. ACC
has no commercial operations and no assets other than cash.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute
"forward-looking statements" and "forward looking information"
within the meaning of applicable securities laws (collectively,
"forward looking statements"), including statements
regarding the plans, intentions, beliefs and current expectations
of ACC and OverActive with respect to future business activities
and operating performance. Forward-looking statements are often
identified by the words "may", "would", "could", "should", "will",
"intend", "plan", "anticipate", "believe", "estimate", "expect" or
similar expressions and includes information regarding: (a)
expectations regarding whether the Proposed Transaction will be
consummated, including whether conditions to the consummation of
the Proposed
Transaction will be satisfied including, but not limited to,
the necessary board, shareholder and regulatory approvals and the
timing associated with obtaining such approvals, if at all; (b) the
timing for completing the Proposed Transaction, if at all, and the
conditions to such transaction; (c) whether and on what basis the
ACC Shares will be consolidated and if the Consolidation will be
approved by shareholders and the timing associated therewith; (iv)
the timing associated with entering into the Definitive Agreement
and the terms and conditions therein; (v) a potential second
closing of the Offerings; (vi) the preparation and delivery to
shareholders of a management information circular, the timing
associated with its preparation and delivery to shareholders and
the convening of the necessary shareholders meeting; (vii) the
business plans and expectations of OverActive; (viii) trading in
ACC Shares and when such trading will resume, if at all; (ix) the
issuance of and timing associated with issuing a further
comprehensive news release or news releases; and (viii)
expectations for other economic, business, and/or competitive
factors.
Investors are cautioned that forward-looking statements are
not based on historical facts but instead reflect ACC and
OverActive's respective management's expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although ACC and
OverActive believe that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties, and undue reliance should not be placed
thereon, as unknown or unpredictable factors could have material
adverse effects on future results, performance or achievements of
the Resulting Issuer. Among the key factors that could cause actual
results to differ materially from those projected in the
forward looking statements are the following: the ability to
consummate the Proposed Transaction; the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction
of other conditions to the consummation of the Proposed Transaction
on the proposed terms and schedule; the potential impact of the
announcement or consummation of the Proposed Transaction and
Offerings on relationships, including with regulatory bodies,
employees, suppliers, customers and competitors; changes in general
economic, business and political conditions, including changes in
the financial markets; changes in applicable laws and regulations
both locally and in foreign jurisdictions; compliance with
extensive government regulation and the costs associated with
compliance; costs of building and developing projects and product
opportunities; the risks and uncertainties associated with foreign
markets; and the diversion of management time on the Proposed
Transaction and Offerings. These forward-looking statements may be
affected by risks and uncertainties in the business of ACC and
OverActive and general market conditions, including
Covid-19.
Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated or expected. Although ACC and OverActive have attempted
to identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended and
such changes could be material. ACC and OverActive do not intend,
and do not assume any obligation, to update the forward-looking
statements except as otherwise required by applicable law.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to TSXV acceptance. Where
applicable, the Proposed Transaction cannot close until the
required shareholder approval is obtained. 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 of ACC and 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 ACC should be considered
highly speculative.
SOURCE Abigail Capital Corporation
