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Tova Ventures II Inc. (TSXV: TOVA) and Enthusiast Gaming Inc. Announce Business Combination Agreement and Concurrent Financing in Respect of Qualifying Transaction

 

Toronto, Ontario - June 11, 2018 (Newsfile Corp.) (Investorideas.com Newswire) Tova Ventures II Inc. (TSXV: TOVA.P) (the "Company" or "Tova") is pleased to announce that further to a news release dated January 3, 2018, it has entered into a definitive business combination agreement dated June 11, 2018 (the "Business Combination Agreement") with Enthusiast Gaming Inc. ("Enthusiast"), a privately-held Toronto based digital media corporation focused on the gaming industry. The Business Combination Agreement is structured as a three-cornered amalgamation (the "Transaction") under the Business Corporations Act (Ontario) (the "BCA"). As a result of the Transaction, Enthusiast will become a wholly-owned subsidiary of Tova. Upon completion of the Transaction, it is intended that Tova will change its name to "Enthusiast Gaming Inc." (the "Resulting Issuer"). The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals as well as the satisfaction of conditions to closing as set out in the Business Combination Agreement. Subject to the approval of the TSX Venture Exchange (the "Exchange"), the Transaction will constitute Tova's Qualifying Transaction under the Exchange Policy 2.4 - Capital Pool Companies (the "CPC Policy"). The Company intends to list its common shares on the Exchange as a Tier 2 Technology Issuer upon completion of the Transaction.

Tova is also pleased to announce that Enthusiast entered into a brokered financing engagement agreement (the "Engagement Agreement") with a syndicate of agents co-led by Haywood Securities Inc. and Canaccord Genuity Corp. (the "Co-Lead Agents") and including Interward Asset Management Ltd and PowerOne Capital Markets Limited (together with the "Co-Lead Agents", the "Agents") to raise, on a best efforts agency basis up to an aggregate of $8,500,000 of subscription receipts (each a "Subscription Receipt" and together, the "Subscription Receipts") at $1.25 per Subscription Receipt (the "Brokered Financing").

In addition to the Brokered Financing, the Company intends to complete a non-brokered private placement of Subscription Receipts on identical terms concurrently with the completion of the Brokered Financing ("Non-brokered Financing", together with the Brokered Offering, the "Concurrent Offering").

Enthusiast has granted to the Agents an option, exercisable in whole or in part by notice to Enthusiast at any time up to 48 hours prior to the Closing Date, to increase the size of the Brokered Financing by selling up to an additional 800,000 Subscription Receipts for additional gross proceeds to the Company of up to an additional $1,000,000.

The Business Combination Agreement

The Business Combination Agreement provides for the combination of the businesses of Enthusiast and Tova by way of a three-cornered amalgamation under the BCA. As part of the Transaction, a special purpose amalgamation vehicle created by Tova and incorporated under the BCA will amalgamate with Enthusiast and Enthusiast will become a wholly-owned subsidiary of Tova. Concurrent with the amalgamation, Tova will change its name to "Enthusiast Gaming Inc.", or a similar derivative thereof. Pursuant to the Transaction, the security holders of Enthusiast will receive common shares of Tova (the "Tova Shares") and convertible securities of Tova.

Immediately prior to the Transaction, Tova will file articles of amendment to complete a consolidation of its common shares on the basis of one (1) consolidated Tova Share for every 6.15 Tova Shares outstanding (the "Consolidation"). Tova is expected to approve the Consolidation at its annual and special meeting to be held on June 18, 2018. Upon completion of the Consolidation, one share of the Resulting Issuer (each a "Resulting Issuer Share" and together, the "Resulting Issuer Shares") will be issued for every one common share held by shareholders of Enthusiast who have not validly exercised their dissent rights.

The Transaction will result in Tova: (i) completing the Consolidation; and (ii) issuing an aggregate of up to 42,160,375 Resulting Issuer Shares to the Enthusiast shareholders (which amounts includes up to 7,600,000 Resulting Issuer Shares to holders of the Subscription Receipts). Following completion of the Amalgamation, 43,102,748 Resulting Issuer Shares will be outstanding, and 17,746,240 Resulting Issuer Shares will be reserved for issuance. The former Enthusiast Shareholders (including holders of the Subscription Receipts) will own approximately 98% of the Resulting Issuer Shares, current Tova shareholders will hold appropriately 2% of the Resulting Issuer Shares. Purchasers under the Concurrent Offering will hold approximately 18% of the Resulting Issuer Shares. Accordingly, the Amalgamation will constitute a reverse takeover of Enthusiast, as defined by Exchange Policy 5.2 - Changes of Business and Reverse Take-Overs. Completion of the Transaction is conditional upon all necessary regulatory approvals, including the approval of the Exchange, and other conditions which are typical for a business combination transaction of this type. Approval of 66 2/3% of Enthusiast shareholders will be required to complete the Transaction. Tova shareholder approval will not be required to complete the Transaction.

Concurrent Offering

Prior to completion of the Transaction, it is anticipated that Enthusiast will issue up to 6,800,000 Subscription Receipts at a price of $1.25 per Subscription Receipt for gross proceeds of up to $8,500,000. Pursuant to the Brokered Financing, the Co-Lead Agents have been granted an option, exercisable no later than 48 hours prior to the closing date, to sell an additional 800,000 Subscription Receipts for aggregate gross proceeds of up to $9,500,000. Each Subscription Receipt shall be deemed to be exercised, without payment of any additional consideration and without further action on the part of each subscriber, for one unit of Enthusiast (a "Unit") upon satisfaction of the Escrow Release Conditions (defined below).

The proceeds of the Brokered Financing, together with funds raised in the Non-Brokered Financing, will be used for general corporate and working capital purposes and to fund acquisitions of online digital properties similar to those already in Enthusiast's portfolio. The Financing is a condition precedent to the Business Combination.

In connection with the Transaction it is intended, among other things, that (i) the Subscription Receipts will be converted, without additional consideration or further action, into Units, with each Unit consisting of one common share in the capital of Enthusiast (an "Underlying Share") and one-half of one common share purchase warrant (each full common share purchase warrant, an "Underlying Warrant"), (ii) all outstanding securities of Enthusiast, including the Underlying Shares and Underlying Warrants, will be exchanged, without additional consideration or further action, for equivalent securities of the Resulting Issuer on a 1:1 basis.

Warrants of the Resulting Issuer issued in exchange for the Underlying Warrants (the "Resulting Issuer Warrants") shall entitle the holder thereof to acquire one Resulting Issuer Share at a price of $1.60 for a period of 24 months following the completion of the Transaction, subject to adjustment and acceleration. If, following the closing date of the Concurrent Financing (the "Closing Date"), the volume weight average closing price of the Resulting Issuer Shares on the Exchange for any 10 consecutive trading days equals or exceeds $2.00, Enthusiast may, upon providing written notice to the holders of Resulting Issuer Warrants, accelerate the expiry date of the Resulting Issuer Warrants to the date that is 30 days following the date of such written notice.

The gross proceeds of the Financing, less (i) 50% of the Agent's Fee (as defined below), and the whole of the Advisory Fee (as defined below), each of which shall be paid to the Agents, (ii) the expenses of the Agents incurred in connection with the Brokered Financing, which shall be paid to the Agents; and (iii) 50% of the gross proceeds, which shall be paid to the Company (collectively, the "Escrowed Proceeds") will be delivered to and held by a licensed Canadian trust company or other escrow agent (the "Escrow Agent") mutually acceptable to the Agents and the Company, each acting reasonably, and held pursuant to the terms of a subscription receipt agreement), to be entered into by and between the Company, the Agents and the Escrow Agent on or prior to the Closing Date. The Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds".

The remaining 50% of the Agents' Fee will be released from escrow to the Agents from the Escrowed Funds and the balance of the Escrowed Funds will be release from escrow to the Company upon satisfaction of the following conditions (together, the "Escrow Release Conditions") on or before 5:00 pm (Toronto time) on the date that is 120 days after the Closing Date (the "Escrow Release Deadline"):

(a) the execution of the Business Combination Agreement, on terms acceptable to the Agents;

(b) the completion, satisfaction or waiver of all conditions precedent to the completion of the Transaction in accordance with the Business Combination Agreement, to the sole satisfaction of the Agents;

(c) the receipt of all required court, shareholder and regulatory approvals, as applicable, including, without limitation, the conditional approval of the Exchange for the listing of the Resulting Issuer Shares and the Transaction;

(d) receipt by the Agents of an opinion of counsel to the Company that upon the conversion of the Subscription Receipts and completion of the Transaction, the Resulting Issuer securities issued in exchange for the securities underlying the Units (the “Underlying Securities"), will not be subject to any statutory or other hold period in Canada and those issued in exchange for the Underlying Securities will be freely tradable on the Exchange; and

(e) each of the Company and the Agents, having delivered a joint notice to the Escrow Agent confirming that the conditions set forth in (a) to (d) above have been met or waived.

As a condition precedent to the execution by the Agents of the notice referred to in (e) above, the Chief Executive Officer and Chief Financial Officer of the Company (or such other officers as may be acceptable to the Agents, acting reasonably) shall certify to the Agents that the Escrow Release Conditions (other than that set out in (e) above) have been satisfied.

In the event that (i) the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or (ii) if prior to such time, the Company advises the Agents or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Escrow Agent will return to holders of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon. The Company will be responsible and liable to the holders of Subscription Receipts for any shortfall between the aggregate Issue Price and the Escrowed Funds.

The Agents will receive a cash commission equal to 5.0% of the aggregate gross proceeds realized by Enthusiast from the Brokered Financing, other than those proceeds received from certain purchasers agreed to between Enthusiast and the Agents (the "Agent's Fee"). Enthusiast will also issue to the Agents that number of compensation options (the "Compensation Options") equal to 5.0% of the aggregate number of Subscription Receipts sold pursuant to the Brokered Financing. Each Compensation Option will entitle the holder thereof to acquire one Resulting Issuer Share at an exercise price of $1.25 for a period of 24 months following the date the Resulting Issuer common shares are listed on the Exchange. In addition, the Company will pay the Agents an advisory fee, comprised of cash and compensation options of the Company, the details of which shall be determined on the Closing Date or as soon as is practicable thereafter (the "Advisory Fee").

About Enthusiast

Enthusiast was incorporated in 2014 under the laws of the Province of Ontario. Enthusiast owns and operates an online network of websites devoted to video gaming and Canada's largest video-gaming expo. Between its online digital media properties, its network of partner websites, and video-gaming gaming expo, Enthusiast engages millions of video gaming enthusiasts worldwide.

Enthusiast's products and services fall into three principal segments, which consist of digital media publishing, digital advertising, and live events. Enthusiast's digital media publishing segment is comprised of over 60 websites that are wholly owned by Enthusiast or exclusively monetized by Enthusiast and contain news, reviews, videos, live streams, blog posts, tips, chats, message boards, and other video-gaming related content. The digital media advertising segment of Enthusiast's business flows from the digital media publishing segment. With content-rich digital media properties drawing millions of monthly page views, Enthusiast is able to sell valuable advertising space on its digital media properties. In addition to selling its own advertising space, Enthusiast acts as a representative for the sale of third-party advertising space on websites and applications that also host similarly themed content. Lastly, Enthusiast created and operates through its wholly owned subsidiary, Enthusiast Gaming Live Inc., its multi-day live expo event. The expo was most recently held at the International Centre in Mississauga, Ontario from March 9th-11th 2018, attracting over 20,000 participants. In the past, the expo has brought together video gaming enthusiasts, online celebrities, professionals and amateur video game developers, video game vendors, and other exhibitors.

The management team of Enthusiast consists of Menashe Kestenbaum (Founder and Chief Executive Officer), Eric Bernofsky (Chief Financial Officer and Corporate Secretary) and Meir Bulua (Chief Information Officer).

About Tova

Tova was incorporated in 2017 under the name Tova Ventures II Inc. pursuant to the laws of Ontario. Tova is a capital pool company pursuant to the policies of the Exchange and its principal business has been to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Tova's management and directors are Gavin Cooper, Aaron Unger, Alan Friedman, and Zachary Goldenberg.

Resulting Issuer

Following the completion of the proposed Qualifying Transaction, the Resulting Issuer will carry on Enthusiast's business. For more information about Enthusiast please refer to the section "About Enthusiast" in this press release.

Directors and Officers of the Resulting Issuer

The board of directors of the Resulting Issuer, upon completion of the Transaction, is expected to consist of a minimum of five directors, of which, three are independent. In addition, it is anticipated that upon completion of the Transaction, the current management team of Enthusiast will become the management of the Resulting Issuer as set out below.

Menashe Kestenbaum (age 33), Founder, Chairman, Chief Executive Officer and Non-Independent Director: Menashe Kestenbaum is the Founder, Chairman, Chief Executive Officer and a non-independent director of Enthusiast and will hold the same titles following completion of the Transaction. Mr. Kestenbaum began his career in video games when he was 13, writing for IGN, a large gaming media site, where he eventually becoming a community leader. After studying and subsequently lecturing in the Institute of Advanced Talmudic Law in Jerusalem for eight years, Menashe returned to his passion for the video game industry and launched his first gaming blog, "Nintendo Enthusiast", in 2011. In 2014, he returned to Toronto and incorporated Enthusiast. He has personally owned and operated gaming websites to a readership of over 2 million gamers, and has led Enthusiast and grown a writing and community staff team of over 84 people.

Eric Bernofsky (age: 40), Chief Financial Officer, Corporate Secretary: Eric Bernofsky is the Chief Financial Officer of Enthusiast. Previously, Eric spent five years as Director of Corporate Development for Pelmorex Media, the owner of The Weather Network, where he led M&A and Strategy as the Director of Corporate Development, completing major acquisitions in the US and Europe as well as co-founding a consumer navigation business. Prior to that, Eric spent nine years as an Equities Research Analyst for Desjardins Securities and HSBC, covering the Canadian media, telecom and technology sectors.

Meir Bulua (age: 34), Chief Information Officer and Non-Independent Director: Meir Bulua plays a key role in driving Enthusiast's technology strategy. Meir is an entrepreneur, experienced startup consultant and advisor with ten years of experience in the start-up, scale-up and non-profit spaces, both in Toronto and Detroit. Meir's startup experience includes creating an inventory management software utilized by Red Bull, to an active-wear company, a co-working space and most recently, Enthusiast. Meir has consulted for more than a dozen charities and has served as a board member for a community focused organization focusing on young professional outreach and engagement.

Alan Friedman (age: 45), Independent Director: Alan Friedman is a seasoned corporate finance professional and is co-founder of Adira Energy Ltd.; Auryx Gold Corp., Eco (Atlantic) Oil & Gas Ltd., Tembo Financial Inc., SearchTech (predecessor of Cronos Group) and participated in the seed financing and assembling of all of these companies. Alan is a non-practicing attorney and has played an integral role in the acquisition of various assets, financings and go-public transactions for many companies. He also worked for a top 5 South African Bank. He is a director of several private and public companies.

Jason Nagy (age: 49), Independent Director: Jason Nagy is the Founder and President of Wise Crescent Inc., a Canadian consulting company that provides business and technology strategy planning for organization, including the building of mobile responsive websites for small businesses, online marketing solutions, and project management. He has also founded JN Development, an e-learning community with over 350,000 users. Jason has also served as Chief Information Officer with Lawrence Media Sales Ltd., CanSport Live Ltd., and Director of Business System Services Information Technology I.T. for the Globe and Mail.

Ben Colabrese, Director (age: 51), Independent Director: Ben Colabrese is employed as the Executive Vice President - Finance at The Toronto Blue Jays, which is wholly owned by Rogers Communications Inc. (TSX: RCI.B). He is responsible for all financial matters at the Blue Jays including all reporting to the parent company and Major League Baseball. Ben has been with Rogers since 2015 where he held the roles of VP & GM of Mobilicity (which Rogers acquired in 2015), and then SVP Finance for the X1 Syndication Program, before moving to his current role at the Blue Jays. From May 2013 to December 2014, Ben was the Chief Financial Officer of Pelmorex Media Inc. / The Weather Network. Prior to joining Pelmorex Ben was the VP - Corporate Development at Rogers from July 2005 to April 2013 where he was responsible for all M&A activity and completed over 30 transactions. From July 2015 to January 2017, Ben served on the board of Perk.com until it was acquired by RhythmOne. Since November 2017, Ben has served on the board of Vecima Networks (TSX:VCM).

Enthusiast would like to thank Bryan Watson, partner at Flow Ventures and a long-time director of the Company, for his years of supporting Enthusiast through its infancy stage to the present. Mr. Watson will resign as a director of the board of Enthusiast immediately prior to the closing of the Transaction and will be replaced by Mr. Colabrese. Mr. Watson will remain an active member of the Enthusiast family, joining the newly formed Board of Advisors.

The Company is currently interviewing several additional qualified candidates to join the board of the Resulting Issuer. The Company will continue to provide updates to the market as such appointments are made.

Conflicts of Interest

Alan Friedman is a board member of both Tova and Enthusiast, and is expected to be a board member of the Resulting Issuer. Further to a press release issued by Tova on January 3, 2018, Mr. Friedman declared his conflict in respect of the Transaction and recused himself from deliberations of the board of directors of each of Tova and Enthusiast in respect of matters relating to the Transaction. 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.

Menashe Kestenbaum, the Founder, Chairman, Chief Executive Officer, President, and a director of Enthusiast and owns 50,000 Tova Shares. Mr. Kestenbaum does not own greater than 10% of the issued and outstanding shares of Tova and is not considered a "Control Person" of Tova. Mr. Kestenbaum owns or exercise control over greater than 10% of the issued and outstanding shares of Enthusiast but is not considered a "Control Person" of Enthusiast.

Eric Bernofsky, the Chief Financial Officer, Corporate Secretary, Vice-President Business Development and director of Enthusiast owns 60,000 Tova Shares. Mr. Bernofsky does not own greater than 10% of the issued and outstanding shares of either of Tova or Enthusiast and is not considered a "Control Person" of Tova or Enthusiast.

Some of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon the closing of the Amalgamation are also directors, officers and/or Promoters of other reporting and non-reporting issuers. To the knowledge of the directors and officers of Tova and Enthusiast, aside from the conflict noted with respect to Mr. Friedman, there are no existing conflicts of interest between the Resulting Issuer and any of the individuals proposed for appointment as directors or officers upon completion of the Amalgamation, as of the date of this Filing Statement.

Arm's Length Transaction

The Transaction is an arm's length transaction in accordance with the policies of the Exchange.

Sponsorship

Tova intends to apply to the Exchange for an exemption from the Exchange's sponsorship requirements in connection with the proposed Qualifying Transaction. There is no assurance that an exemption will be granted. If an exemption is not granted, Tova will be required to engage a sponsor for the Qualifying Transaction.

Filing Statement

In connection with the Transaction and pursuant to Exchange requirements, Tova will be filing a filing statement on SEDAR (www.sedar.com), which will contain details regarding the Transaction, the Concurrent Financing, Tova, Enthusiast and the Resulting Issuer.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act of 1933, or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

For more information please contact:

Gavin Cooper
Chief Executive Officer
Tova Ventures II Inc.
Email: gavinc@telus.net

Eric Bernofsky
Chief Financial Officer
Enthusiast Gaming Inc.
Email: eric@enthusiastgaming.com

Reader Advisory

Completion of the proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, the closing of the Brokered Financing, and both Tova and Enthusiast's respective shareholder approval of related matters. Where applicable, the proposed Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed Qualifying Transaction or the Brokered Financing will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the proposed Qualifying Transaction, any information released or received with respect to the proposed Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the Exchange nor its regulation services provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Neither the Exchange nor its Regulation Services Provider (as the term is defined in the policies of the Exchange) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved the contents of this press release.

Forward-Looking Information Advisory

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Brokered Financing; use of funds; and the business and operations of Enthusiast, Tova or the Resulting Issuer following the completion of the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Tova disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Tova's views regarding possible events, conditions or financial performance may change. However, Tova does not intend to update the forward-looking information in this press release, except as required by applicable securities legislation.

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


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