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/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
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
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