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TORONTO, July 21, 2021 /CNW/ - OV2 Investment 1 Inc. (the
"Corporation") (TSXV: OVO.P), a capital pool company
pursuant to Policy 2.4 (the "CPC Policy") of the TSX Venture
Exchange (the "Exchange"), is pleased to announce that
further to its press release dated April 29,
2021, the Corporation has closed its non-brokered private
placement of 8,659,000 subscription receipts (each, a
"Subscription Receipt") at a price of $0.25 per Subscription Receipt for gross proceeds
of $2,164,750 (the "OV2
Financing").
The gross proceeds of the OV2 Financing (the "Escrowed
Proceeds") are being held in escrow on behalf of the
subscribers of the Subscription Receipts by TSX Trust Company (the
"Subscription Receipt Agent"), pursuant to the terms of a
subscription receipt agreement (the "Subscription Receipt
Agreement") dated July 21, 2021
between the Corporation and the Subscription Receipt Agent.
Immediately prior to closing of the previously announced qualifying
transaction (the "Transaction") with EasTower Group,
Inc. ("EasTower"), each Subscription Receipt will be
exchanged for one common share of the Corporation
(post-consolidation) and one-half of one common share purchase
warrant of the Corporation (each whole warrant, a
"Warrant"), for no additional consideration. Each Warrant
will be convertible into one resulting issuer share at an exercise
price of $0.40 per resulting issuer
share for a period of 24 months from the issuance thereof. Upon
release of the Escrowed Proceeds pursuant to the Subscription
Receipt Agreement, a finder's fee will be paid to certain brokers
in connection with the OV2 Financing equal to 8% of the gross
proceeds payable in cash and broker warrants equivalent to 8% of
the number of Subscription Receipts issued. Each broker warrant
shall be exercisable for one resulting issuer share at an exercise
price of $0.40 per resulting issuer
share for a period of 24 months from the issuance thereof. For more
information on the terms and conditions of the Transaction, please
see the Corporation's press release dated April 29, 2021.
In connection with the Transaction, EasTower recently closed a
private offering of units (each unit, a "Unit" and
collectively, the "Units") for gross proceeds of
$877,500 at a price per Unit of
$0.25 (the "EasTower
Financing" and together with the OV2 Financing, the
"Financings"). Each Unit consists of one EasTower common
share and one-half of one common share purchase warrant of EasTower
(each whole warrant, an "EasTower Warrant"). Each EasTower
Warrant will be exercisable for one EasTower common share at an
exercise price of $0.40 per EasTower
common share for a period of 24 months from the issuance thereof. A
finder's fee is payable in connection with the EasTower Financing
equal to 8% of the gross proceeds payable in cash and broker
warrants equivalent to 8% of the number of Units issued. Each
broker warrant is exercisable for one EasTower common share at an
exercise price of $0.40 per EasTower
common share for a period of 24 months from the issuance
thereof.
The net proceeds of the Financings will be used to fund the
continued expansion of EasTower's business, provide working
capital, and for general and administrative expenses.
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.
Forward Looking Information
Statements in this press release regarding the Transaction
and Financings, which are not historical facts, are
"forward-looking statements" that involve risks and uncertainties.
Since forward-looking statements address future events and
conditions, by their very nature, they involve inherent risks and
uncertainties. Actual results in each case could differ materially
from those currently anticipated in such statements.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. There can be no assurance that the
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 Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Transaction and has neither approved nor disapproved
the contents of this press release.
SOURCE OV2 Investment 1 Inc.