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TORONTO, July 5, 2021 /CNW/ - OverActive Media
Corp. ("OverActive") and Abigail Capital Corporation ("Abigail")
(TSXV: ACC.P), a capital pool company, are pleased to announce that
they have received conditional listing approval from the TSX
Venture Exchange (the "TSXV") in connection with the
qualifying transaction (the "Transaction"), as described in
Abigail's prior press release dated April
19, 2021 and have filed a filing statement in connection
with the Transaction, which is available under Abigail's SEDAR
profile at www.sedar.com.
Further to the comprehensive news release dated April 19, 2021, OverActive will amalgamate with a
wholly-owned subsidiary of Abigail in order to facilitate the
completion of the Qualifying Transaction. Upon completion of the
Qualifying Transaction, the resulting company (the "Resulting
Issuer") will continue to carry on the business of OverActive.
The completion of the Transaction is subject to a number of
conditions, including but not limited to final TSXV acceptance, and
satisfaction of other customary closing conditions. Closing of the
Transaction is expected to occur during the week of July 5th.
About OverActive
OverActive is a private corporation headquartered in
Toronto, Ontario, with operations
in Madrid, Spain and Berlin, Germany. OverActive's mandate is to
build an integrated global company delivering sports, media and
entertainment products for today's generation of fans with a focus
on esports, videogames, content creation and distribution, culture,
and live and online events. OverActive owns team franchises in (i)
the Overwatch League, operating as the Toronto Defiant, (ii) the
Call of Duty League, operating as the Toronto Ultra, (iii) the
League of Legends European Championship ("LEC"), operating as the
MAD Lions, (iv) the Liga de Videojuegos Profesional League of
Legends Superliga, operating as the MAD Lions Madrid, and (v) in
the Counter Strike: Global Offensive, operating as the MAD Lions in
Flashpoint, a franchised league operated by B Site Inc. (a company
in which OverActive holds a minority interest), as well as other
non-affiliated CS:GO tournaments and leagues. OverActive also
operates both live and online events, operating as OverActive Live
and maintains an active social media presence with its fans and
community members, operates fan clubs, and other fan related
activities that increase the reach of its brands.
OverActive was incorporated as a corporation in Canada on November 6,
2017 under the name "The Ledger Group Inc." By articles of
amendment dated June 20, 2019,
OverActive changed its corporate name to "OverActive Media
Corp."
About Abigail
Abigail is a capital pool company existing under the laws of the
Province of British Columbia. The
principal business of Abigail is to identify and evaluate
opportunities for the acquisition of an interest in assets or
businesses for the completion of a Qualifying Transaction and, once
identified and evaluated, to negotiate an acquisition or
participation subject to receipt of shareholder approval, where
required, and acceptance for filing by the Exchange. Abigail has no
commercial operations and no assets other than cash.
Abigail completed its initial public offering on August 30, 2019, and Abigail's shares (the
"Abigail Shares") are listed for trading on the TSXV under the
symbol "ACC-P.VN". Trading of the Abigail Shares was halted on
March 1, 2021 in connection with the
announcement of the proposed Transaction. On February 23, 2021, the last day on which the
Abigail Shares traded prior to the trading halt, the closing price
of the Abigail Shares was $0.30.
Trading of the Abigail Shares will not resume prior to the
completion of the Transaction.
Additional Information
For additional information concerning Abigail, OverActive, the
Resulting Issuer, and the Qualifying Transaction please refer to
Abigail's press releases dated March 3,
2021, March 16, 2021,
March 19, 2021, April 12, 2021 and April
19, 2021 which are available under Abigail's SEDAR profile
at www.sedar.com and the Filing Statement which is filed under
Abigail's SEDAR profile at www.sedar.com.
Sponsorship of a Qualifying Transaction of a capital pool
company is required by the TSXV unless an exemption or waiver from
the sponsorship requirement is available. The Transaction is
expected to be exempt from the sponsorship requirement.
Trading in the Abigail Shares is presently halted. It is
uncertain whether the Abigail Shares will resume trading until the
Transaction is completed and approved by the TSXV.
There are not any interests in the Transaction held by non-arm's
length parties to Abigail or OverActive.
Except as disclosed in Abigail's press releases dated
March 3, 2021, March 16, 2021, March 19,
2021, April 12, 2021 and
April 19, 2021, there are no finder's
fees or similar payable for the Transaction.
For further information regarding Abigail, OverActive, the
Resulting Issuer or the Transaction, please refer to the Filing
Statement which is available under Abigail's SEDAR profile on SEDAR
at www.sedar.com.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute
"forward-looking statements" and "forward-looking information"
within the meaning of applicable securities laws (collectively,
"forward-looking statements"), including statements regarding the
plans, intentions, beliefs and current expectations of Abigail and
OverActive with respect to future business activities and operating
performance. Forward-looking statements are often identified by the
words "may", "would", "could", "should", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect" or similar
expressions and includes information regarding: (a) expectations
regarding whether the Transaction will be consummated including
whether the conditions to the consummation of the Transaction; (b)
the timing for completing the Transaction, if at all, and the
conditions to such transaction; and (c) expectations for other
economic, business, and/or competitive factors.
Investors are cautioned that forward-looking statements are not
based on historical facts but instead reflect Abigail and
OverActive's respective management's expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although Abigail
and OverActive believe that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties, and undue reliance should not be placed
thereon, as unknown or unpredictable factors could have material
adverse effects on future results, performance or achievements of
the resulting issuer. Among the key factors that could cause actual
results to differ materially from those projected in the
forward-looking statements are the following: the ability to
consummate the Transaction; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
conditions to the consummation of the Transaction on the proposed
terms and schedule; the potential impact of the announcement or
consummation of the Transaction on relationships, including with
regulatory bodies, employees, suppliers, customers and competitors;
changes in general economic, business and political conditions,
including changes in the financial markets; changes in applicable
laws and regulations both locally and in foreign jurisdictions;
compliance with extensive government regulation; the risks and
uncertainties associated with foreign markets; and the diversion of
management time on the Transaction. These forward-looking
statements may be affected by risks and uncertainties in the
business of Abigail and OverActive and general market conditions,
including COVID-19.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking statements
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated or expected. Although Abigail and OverActive have
attempted to identify important risks, uncertainties and factors
which could cause actual results to differ materially, there may be
others that cause results not to be as anticipated, estimated or
intended and such changes could be material. Abigail and OverActive
do not intend, and do not assume any obligation, to update the
forward-looking statements except as otherwise required by
applicable law.
Completion of the Transaction is subject to a number of
conditions, including but not limited to TSXV acceptance. 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 filing
statement 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 Abigail should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the Transaction
and has neither approved nor disapproved the contents of this press
release.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
SOURCE Abigail Capital Corporation