UMG Media Ltd. Closes Placement

Calgary, Alberta--(Newsfile Corp. - December 16, 2019) - UMG Media Ltd. (TSXV: ESPT("UMG"), is pleased to announce the closing of its previously announced non-brokered private placement of common shares of UMG (the "Shares") for aggregate gross proceeds of $1,200,000 at a price of $0.05 per Share (the "Offering"). Following the closing of the Offering UMG has 67,294,402 Shares issued and outstanding.

Under the Offering certain insiders of UMG purchased and were issued 10,750,000 Shares, which constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and TSXV Policy 5.9 - Protection of Minority Shareholders in ‎Special Transactions. ‎However, the exemptions from formal valuation and minority approval requirements ‎provided for by ‎these guidelines can be relied upon because neither the fair market value of the Shares ‎issued to such persons nor the fair market value of the consideration paid for the Shares exceeds ‎‎25% of the market capitalization of UMG.‎

On Tuesday December 17, 2019, the special shareholders meeting of the UMG shareholders will be held in regard to the proposed transaction with Torque Esports Corp. ("Torque") (the "Transaction"). The implementation of the Transaction is subject to the approval of at least 66 2/3% of the votes cast by holders of UMG Shares.

In addition to the UMG shareholder approval, the Transaction is also subject to 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 of the Transaction from the TSXV.

About UMG

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 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 the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) 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, TSXV 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 TSXV 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 
dantony@umggaming.com

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/50810

info