UMG Media Ltd. Announces Completion of Qualifying Transaction
Calgary, Alberta--(Newsfile Corp. - July 12, 2019) - UMG Media Ltd. (TSXV: ESPT) ("UMG" or the "Corporation"), formerly Gegs Capital Corp. ("Gegs"), is pleased to announce that it has completed its previously announced qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange ("TSXV"). For additional information about the Qualifying Transaction, please see the Corporation's press releases dated March 13, 2019 and May 30, 2019 and the filing statement of the Corporation dated May 30, 2019 (the "Filing Statement"), which are available at www.sedar.com.
Trading in the common shares of the Corporation (the "Common Shares") is expected to commence on the TSXV under the symbol "ESPT" the week of July 15, 2019 following the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.
Pursuant to the Qualifying Transaction: (i) UMG Media Corp. ("Old UMG") completed its previously announced brokered private placement for aggregate gross proceeds of approximately $1,300,000; (ii) Gegs acquired all of the issued and outstanding common shares of Old UMG in exchange for 9.0801 common shares of Gegs for each common share of Old UMG pursuant to a statutory plan of arrangement (the "Arrangement"); and (iii) Gegs completed the consolidation of its common shares on the basis of one new post-consolidation share for every four pre-consolidation shares (the "Consolidation") and changed its name to UMG Media Ltd. The shareholders of Old UMG approved the Arrangement at a special meeting held on June 25, 2019 and Old UMG received a final order of the Supreme Court of British Columbia approving the Arrangement on June 27, 2019.
As a result of the Arrangement and following the completion of the Consolidation, the Corporation has approximately 43,294,454 Common Shares outstanding and has reserved for issuance 4,290,347 Common Shares pursuant to stock options, 2,850,426 Common Shares pursuant to warrants, and 147,597 Common Shares pursuant to agent's options.
The board of directors of the Corporation now consists of five directors: David Antony, Martin Brown, Raymond Antony, Scott McGregor and Hector Rodriguez. The officers of the Corporation are David Antony (Chief Executive Officer), Martin Brown (Chief Operating Officer), Charidy Lazorko (Chief Financial Officer) and Trevor Wong-Chor (Corporate Secretary). The directors and officers of the Corporation, as a group, beneficially own, or control or direct, directly or indirectly, 1,863,858 Common Shares, which are subject to escrow restrictions as further described in the Filing Statement.
Early Warning Disclosure Pursuant to National Instrument 62-103
In connection with the Qualifying Transaction, each of Jeffrey Covington and Blackhawk Resource Corp. acquired ownership, control or direction over Common Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Prior to the completion of the Qualifying Transaction, Jeffrey Covington had no ownership of, or exercised control or direction over, any voting or equity securities of Gegs. In connection with the Qualifying Transaction, Jeffrey Covington acquired ownership of 6,018,714 Common Shares (representing approximately 13.9% of the issued and outstanding Common Shares on a non-diluted basis and 11.9% on a fully diluted basis) in exchange for his common shares in the capital of Old UMG.
Prior to the completion of the Qualifying Transaction, Blackhawk Resource Corp. had no ownership of, or exercised control or direction over, any voting or equity securities of Gegs. In connection with the Qualifying Transaction, Blackhawk Resource Corp. acquired ownership of 7,257,269 Common Shares (representing approximately 16.7% of the issued and outstanding Common Shares on a non-diluted basis and 14.3% on a fully diluted basis) in exchange for its common shares in the capital of Old UMG.
Each of Jeffrey Covington and Blackhawk Resource Corp.: (i) acquired the Common Shares in connection with the Qualifying Transaction; (ii) holds the Common Shares for investment purposes; and (iii) does not have any current intentions to increase or decrease its beneficial ownership or control or direction over (other than as described below with respect to the proposed distribution by Blackhawk Resource Corp.) any additional securities of the Corporation. Each of Jeffrey Covington and Blackhawk Resource Corp. may, from time to time and depending on market and other conditions, acquire additional Common Shares through market transactions, private agreements, treasury issuances, convertible securities or otherwise, or may sell all or some portion of the Common Shares they each own or control, or may continue to hold the Common Shares.
Blackhawk Resource Corp. intends to distribute these shares to its shareholders as described in its press release dated April 8, 2019.
Copies of the early warning reports may be obtained from David Antony, Chief Executive Officer, UMG Media Ltd., (403) 531-1710, firstname.lastname@example.org.
UMG is a premier eSports company in North America, offering gaming entertainment, live events and online play. UMG has operations involved in live tournaments, online contests, casino eSports operations, creation and distribution of original content and eSports tournament operations through its proprietary tournament management app. Readers can learn more about UMG and its eSports offerings at www.umggaming.com.
For further information, please contact:
Chief Executive Officer
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Certain statements contained in this news release, such as the anticipated trading day on the TSXV, constitute "forward-looking information" as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Corporation's financial condition and development plans do not change as a result of unforeseen events and that the Corporation obtains regulatory approval. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Corporation's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable the eSports industry and to the Corporation as set forth in the Corporation's Filing Statement in respect of the Qualifying Transaction filed under the Corporation's profile at www.sedar.com. The Corporation undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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