Additional Required Valuations Result in Delay to Annual
Financial Filings
NOT FOR DISSEMINATION IN THE UNITED
STATES OR THROUGH U.S. NEWSWIRE SERVICES
TORONTO, Dec. 31, 2019 /CNW/ -- Torque Esports
Corp.'s ("Torque" or the "Company,") (TSX VENTURE: GAME)
(OTCQB: MLLLD) and UMG Media Ltd.'s ("UMG,") (TSX
VENTURE: ESPT) previously announced plan of arrangement (see
news release of October 22, 2019)
under the Business Corporations Act (Alberta) (the "Arrangement") involving Torque,
UMG and the holders (the "UMG Shareholders") of common shares of
UMG ("UMG Shares") was completed on December
31, 2019. . The Arrangement was approved at the special
meeting of UMG Shareholders held on December
17, 2019 and the final order regarding the Arrangement was
granted by the Court of Queen's Bench of Alberta on December 18,
2019.
Pursuant to the Arrangement, Torque has acquired all of the
issued and outstanding UMG Shares, by way of a plan of arrangement,
based on an exchange ratio of 0.0643205 of a Torque common share
for each UMG Share held by the former UMG Shareholders. Additional
information with respect to the Arrangement is set out in the joint
press releases of the parties dated October
22, 2019, November 06, 2019,
November 25, 2019, December 18, 2019 and December 27, 2019 and the Arrangement Agreement,
a copy of which is available under each of Torque's and UMG's SEDAR
profile at www.sedar.com.
UMG Shareholders whose UMG Shares are held by a broker, agent or
other intermediary should contact their broker or agent in respect
of the exchange of their UMG Shares pursuant to the Arrangement.
Registered holders of UMG Shares must deposit their certificates
with a duly completed letter of transmittal in order to receive the
consideration to which they are entitled pursuant to the
Arrangement, as set forth in the management information circular of
UMG dated November 15, 2019.
Certificates formerly representing UMG Shares now represent only
the right to receive the consideration to which the holders thereof
are entitled pursuant to the Arrangement.
Torque Delay in Annual Financial Filings
Torque announced today that it will be delayed in filing its
audited annual financial statements for the year ended August 31, 2019, the related management's
discussion and analysis and certificates of its CEO and CFO
(collectively, the "Required Filings") with Canadian securities
regulators until after its filing deadline. The
additional time is required to permit the Company to complete
certain valuation work in connection with the audit of the
Company's 2019 financial statements. The Company and its advisors
are working diligently to complete such valuation work and the
Company intends to make the Required Filings by the end of
January 2020. The Company fully
expects to receive an unqualified opinion on its financial
statements. The delay is not as a result of any disagreements
that the Company has with its audit firm, but rather strictly
due to the additional valuation work required. Like the UMG
acquisition, all previously announced acquisitions by Torque are
continuing to move towards closing.
In connection with this delay, the Ontario Securities Commission
("OSC") may issue a cease trade order ("CTO") against the
Company. If the CTO is issued, the Company expects the CTO to
affect trading in all securities of the Company by securityholders
of the Company, to apply in each jurisdiction in Canada in which the Company is a reporting
issuer and to remain in effect until such time as the Company has
made the Required Filings. Once the Required Filings are made
within 90 days of the date of the CTO, such filings will constitute
the Company's application to have the CTO revoked.
The CTO may delay the delivery of Torque shares to UMG
Shareholders in connection with the completion of the
Arrangement.
About Torque Esports
Torque Esports Corp. ("TEC") recently restructured its business
and leadership team. Torque now focuses exclusively on two areas –
esports racing and esports data provision. With publishing, IP,
content, and data expertise in its portfolio, combined with a new
board and management team, TEC is ready to lead the rush to
profitability in the esports industry.
Torque aims to revolutionise esports racing and the racing
gaming genre via its industry-leading gaming studio Eden Games (Lyon,
France) which focuses on mobile racing games and its unique
motorsport IP, including World's Fastest Gamer (created and managed
by wholly-owned subsidiary IDEAS+CARS, Silverstone UK).
Building on the leading position of Stream Hatchet (a
Barcelona, Spain-based
wholly-owned subsidiary) Torque also provides robust esports data
and management information to brands, sponsors, and industry
leaders. This data allows the esports industry to monetize the huge
number of eyeballs in the gaming and esports space.
About UMG
UMG Media Ltd. ("UMG") is a premier esports company in
North America, offering live
gaming entertainment events and online play. UMG provides online
and live tournaments as well as the creation and distribution of
original esports content.
For more information about UMG visit www.umggaming.com.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Torque and UMG to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. These
forward-looking statements include, but are not limited to,
statements relating to the anticipated benefits of the Arrangement
to the parties and their respective security holders. Often, but
not always, forward-looking statements can be identified by the use
of words such as "plans", "expects" or "does not expect", "is
expected", "estimates", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or state that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved. In
respect of the forward-looking statements and information
concerning the anticipated benefits of the Arrangement, Torque and
UMG have provided such statements and information in reliance on
certain assumptions that they believe are reasonable at this time,
including certain expectations and assumptions concerning the
Arrangement. Accordingly, readers should not place undue reliance
on the forward-looking statements and information contained in this
press release.
Since forward-looking statements and information address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks. Readers are cautioned that the foregoing list of factors is
not exhaustive. Additional information on other factors that could
affect the operations or financial results of the parties are
included in reports on file with applicable securities regulatory
authorities.
The forward-looking statements contained in this news release
are made as of the date of this release and, accordingly, are
subject to change after such date. Torque and UMG do not assume any
obligation to update or revise any forward-looking statements,
whether written or oral, that may be made from time to time by us
or on our behalf, except as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Torque Esports Corp.
