Torque Esports Corp. and UMG Media Ltd. Update Proposed Transaction
Miami, Florida--(Newsfile Corp. - November 25, 2019) - Torque Esports Corp., formerly Millennial Esports Corp. (TSXV: GAME) (OTCQB: MLLLF) ("Torque" or the "Company,") and UMG Media Ltd. (TSXV: ESPT) ("UMG") are pleased to announce that UMG has received the interim court order and have mailed the management information circular related to the arrangement whereby Torque will acquire UMG (the "Transaction") pursuant to a plan of arrangement. This transaction was previously announced on October 22, 2019 and updated on November 6, 2019.
The Transaction combines two highly-complementary businesses in the esports and gaming space.
The implementation of the Transaction will be subject to the approval of at least 66 2/3% of the votes cast by holders of UMG Shares at a special meeting of UMG shareholders scheduled for December 17, 2019.
In addition to the UMG shareholder approval, the Transaction is also subject receipt of certain regulatory, court and stock exchange approvals and certain other closing conditions customary in transactions of this nature. UMG and Torque have received conditional approval on the Transaction from the TSXV.
UMG Private Placement
Due to current market conditions the previously announced private placement is being repriced. Prior to the completion of the Transaction, UMG intends to complete, subject to regulatory approval, a non-brokered private placement of $1.2-million of UMG shares at a price of $0.05 per UMG share.
Senior management of UMG have committed to over $300,000 of the financing.
The amendment to the price for the UMG private placement is subject to TSXV acceptance.
Amendment to the Arrangement Agreement
As a result of the change in the price of the private placement the exchange ratio for UMG Shareholders has been amended to 0.0643205 Torque Shares for each one UMG Share.
It is expected that, immediately upon completion of the Arrangement, current UMG shareholders will hold approximately 29.24% of the then outstanding Torque Shares.
The parties have executed an Amendment to the Arrangement Agreement to reflect the changes to the UMG private placement.
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.
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 our expectations with respect to: the timing and outcome of the Transaction; the completion of the UMG Private Placement, the anticipated benefits of the Transaction to the parties and their respective security holders; and the anticipated timing of the UMG shareholder meeting. 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 and completion of the Transaction and the anticipated timing for completion of the Transaction, Torque and UMG have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail security holder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholders approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; and other expectations and assumptions concerning the Transaction. There can be no assurance that the Transaction will occur, or that it will occur on the terms and conditions contemplated in this news release. The Transaction could be modified, restructured or terminated. 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.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable, shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 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 Torque and UMG should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
For Further Information
UMG Media Ltd.:
David Antony, CEO firstname.lastname@example.org
Gavin Davidson, email@example.com, 705.446.6630
Darren Cox, CEO firstname.lastname@example.org
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