Black Ridge Acquisition Corp. (“Black Ridge”) (NASDAQ: BRAC
(Common Stock), BRACU, BRACW, BRACR) today issued the following
statement from its Chairman and Chief Executive Officer, Kenneth T.
DeCubellis, regarding its previously announced transaction to
acquire certain assets from Ourgame International Holdings Ltd.
(“Ourgame”):
“On December 19, 2018, we announced a definitive agreement
whereby Black Ridge will acquire Ourgame’s global esports
entertainment assets, including Allied Esports International, Inc.
and WPT Enterprises, Inc. Since our initial announcement, we have
received questions from various stockholders as to the status of
Black Ridge prior to the consummation of the proposed transaction.
We therefore wish to advise investors that until the transaction
closes, Black Ridge will remain a separate public company and its
common stock will continue to be listed on the NASDAQ Capital
Market under the ticker symbol ‘BRAC.’ At the closing of the
transaction, assuming the applicable closing conditions are met,
Black Ridge is expected to be renamed Allied Esports Entertainment,
Inc. and its common stock is expected to trade on the NASDAQ
Capital Market under the new ticker symbol ‘AESE.’ At such time, to
the extent Black Ridge public shareholders do not exercise their
redemption rights, their shares of Black Ridge will remain
outstanding but will then trade under the new symbol going
forward.”
About Black Ridge Acquisition Corp.
Black Ridge Acquisition Corp. is a special purpose acquisition
company sponsored by Black Ridge Oil & Gas, Inc. (OTCQB: ANFC)
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or assets. Black
Ridge Acquisition Corp. completed its initial public offering in
October 2017, raising $138 million in cash proceeds.
About Ourgame International Holdings Ltd.
Ourgame International Holdings Ltd. is a leading mind sports
entertainment company with products, operations and investments
across card and board games, mind sports and esports in China and
globally. The Company is a pioneer of online card and board games
in China, offering more than 200 online games, and is an industry
leader in integrated online and offline platforms, reaching more
than 700 million total users. Ourgame acquired the World Poker
Tour, a premiere gaming entertainment company, in 2015 and has
since significantly expanded its operations. Ourgame has developed
its esports business through its Allied Esports subsidiary with
arenas and operations in China, the United States and Europe.
Ourgame is listed in the Hong Kong Stock Exchange main board with a
stock code of 06899.
About Allied Esports International, Inc.
Allied Esports is a premier esports entertainment company with a
global network of dedicated esports properties and content
production facilities. Its mission is to connect players, streamers
and fans via integrated arenas and mobile esports trucks around the
world that serve as both gaming battlegrounds and every day content
generation hubs. Allied Esports is a subsidiary of Ourgame
International (SEHK: 899), owner of WPT Enterprises, Inc., the
operator of The World Poker Tour®.
Through direct operation and affiliate relationships via the
Allied Esports Property Network, the first esports venue affiliate
program available to partners looking to open new esports
facilities around the world, Allied Esports locations currently
include 11 properties in the top three esports markets across the
globe: North America’s HyperX Esports Arena Las Vegas, Esports
Arena Orange County, Esports Arena Oakland and Esports Truck “Big
Meta”; Europe’s ELC Gaming Esports Truck “Big Betty” and Esports
Studio in Hamburg, Germany; and China’s Lianmeng Dianjing in
Beijing, Lianmeng Dianjing SEG Arena in Shenzhen, Lianmeng Dianjing
Tianjin Arena, Lianmeng Dianjing Gui’an Arena and Lianmeng Dianjing
LGD Hangzhou Arena. The Allied Esports Property Network’s 12th
property, run by Fortress Esports, is expected to open in
Melbourne, Australia in 2019.
About WPT Enterprises, Inc. (World Poker Tour)
WPT Enterprises, Inc. is the creator of the World Poker Tour®
(WPT®) – the premier name in internationally televised gaming and
entertainment with brand presence in land-based tournaments,
television, online and mobile. Leading innovation in the sport of
poker since 2002, WPT ignited the global poker boom with the
creation of a unique television show based on a series of
high-stakes poker tournaments. WPT has broadcast globally in more
than 150 countries and territories, and is currently producing its
17th season, which airs on FOX Sports Regional Networks in the
United States. Season XVII of WPT is sponsored by ClubWPT.com.
ClubWPT.com is a unique online membership site that offers inside
access to the WPT, as well as a sweepstakes-based poker club
available in 35 states across the United States with innovative
features and state-of-the-art creative elements inspired by WPT’s
16 years of experience in gaming entertainment. WPT also
participates in strategic brand license, partnership, and
sponsorship opportunities. WPT Enterprises, Inc. is a subsidiary of
Allied Esports Entertainment, Inc.
Additional Information about the Transaction and Where to
Find It
This communication relates to a proposed business combination
(the “Proposed Transaction”) between Black Ridge and Ourgame and
may be deemed to be solicitation material in respect of the
Proposed Transaction. The Proposed Transaction will be submitted to
the stockholders of Black Ridge and Ourgame for their approval. In
connection with the Black Ridge stockholder vote on the Proposed
Transaction, Black Ridge intends to file with the SEC a proxy
statement on Schedule 14A. This communication is not a substitute
for the proxy statement that Black Ridge will file with the SEC or
any other documents that Black Ridge may file with the SEC or send
to its stockholders in connection with the Proposed Transaction.
When completed, Black Ridge will mail a definitive proxy statement
to its stockholders in connection with Black Ridge’s solicitation
of proxies for the special meeting of Black Ridge stockholders to
be held to approve the Proposed Transaction. This presentation does
not contain all the information that should be considered
concerning the Proposed Transaction, including relevant risk
factors that may be included in the proxy statement. It is not
intended to provide the basis for any investment decision or any
other decision in respect to the Proposed Transaction. Black Ridge
stockholders and other interested persons are advised to read, when
available, Black Ridge’s preliminary proxy statement, the
amendments thereto, and the definitive proxy statement, as these
materials will contain important information about the Proposed
Transaction. A copy of the definitive proxy statement will be sent
when available to all stockholders of record of Black Ridge seeking
the required stockholder approvals. Investors and stockholders can
obtain free copies of the preliminary proxy statement once it is
available and other documents filed with the SEC by Black Ridge
through the web site maintained by the SEC at www.sec.gov. In
addition, investors and stockholders can obtain free copies of the
preliminary proxy statement once it is available from Black Ridge
by accessing Black Ridge’s website at www.blackridgeacq.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995. Forward-looking statements may relate to the Proposed
Transaction and any other statements relating to future results,
strategy and plans of Black Ridge and Ourgame (including certain
projections and business trends, and statements which may be
identified by the use of the words “plans”, “expects” or “does not
expect”, “estimated”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “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”, “projects”, “will” or “will be taken”, “occur” or
“be achieved”). Forward-looking statements are based on the
opinions and estimates of management of Black Ridge or Ourgame, as
the case may be, as of the date such statements are made, and they
are subject to known and unknown risks, uncertainties, assumptions
and other factors that may cause the actual results, level of
activity, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements.
For Ourgame, these risks and uncertainties include, but are not
limited to, its revenues and operating performance, general
economic conditions, industry trends, legislation or regulatory
requirements affecting the business in which it is engaged,
management of growth, its business strategy and plans, the result
of future financing efforts and its dependence on key personnel. For
Black Ridge, factors include, but are not limited to, the
successful combination of Black Ridge with Ourgame’s business,
amount of redemptions, the ability to retain key personnel and the
ability to achieve stockholder and regulatory approvals and to
successfully close the Proposed Transaction. Additional information
on these and other factors that may cause actual results and Black
Ridge’s performance to differ materially is included in Black
Ridge’s periodic reports filed with the SEC, including but not
limited to Black Ridge’s Form 10-K for the year ended December 31,
2017 and subsequent Forms 10-Q. Copies may be obtained by
contacting Black Ridge or the SEC. Readers are cautioned not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. These forward-looking statements
are made only as of the date hereof, and Black Ridge undertakes no
obligations to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to sell or purchase, nor the solicitation of an
offer to buy or sell any securities, nor is it a solicitation of
any vote, consent, or approval in any jurisdiction pursuant to or
in connection with the Proposed Transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
Participants in Solicitation
Black Ridge and Ourgame, and their respective directors and
executive officers, may be deemed participants in the solicitation
of proxies of Black Ridge stockholders in respect of the Proposed
Transaction. Information about the directors and executive officers
of Black Ridge is set forth in Black Ridge’s Form 10-K for the year
ended December 31, 2017. Information about the directors and
executive officers of Ourgame and more detailed information
regarding the identity of all potential participants, and their
direct and indirect interests, by security holdings or otherwise,
will be set forth in Black Ridge’s proxy statement, when available.
Investors may obtain additional information about the interests of
such participants by reading such proxy statement when it becomes
available.
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version on businesswire.com: https://www.businesswire.com/news/home/20190103005756/en/
Investor Contact:Lasse GlassenAddo Investor
Relationslglassen@addoir.com424-238-6249
Media Contact:James MoeBlack Ridge Acquisition
Corp.james.moe@blackridgeoil.com952-426-1241
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