Tova Ventures II Inc., a capital pool company listed on the TSX Venture Exchange, is pleased to announce it has entered into a letter of intent dated January 2, 2018 with Enthusiast Gaming Inc., to effect a business combination of the two companies. 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 Company intends to list its common shares on the Exchange as a Tier 2 Technology Issuer upon completion of the Proposed Transaction.
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.
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 The LOI will be superseded by definitive documentation between the Company and Enthusiast that includes customary representations, warranties conditions and covenants for transactions of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 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 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. 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.
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