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VANCOUVER, June 18, 2019 /CNW/ - Trueclaim Exploration Inc.
(TSXV: TRM) ("Trueclaim") is pleased to announce that,
further to its news release of March 15,
2019, it has entered into a definitive agreement dated
June 7, 2019 (the "Agreement")
among Trueclaim, 1205619 B.C. Ltd.
("Subco") (a wholly owned subsidiary of Trueclaim
incorporated for the purposes of completing the Transaction (as
defined below)) and New Wave Esports Corp. (formerly New Wave
Holdings Corp.) ("New Wave Esports"), an esports and
competitive gaming investment company, incorporated under the laws
of British Columbia. Pursuant to
the Agreement, Trueclaim has agreed to acquire all the shares of
New Wave Esports (the "New Wave Esports Shares") by
way of a three-cornered amalgamation (the "Transaction")
between Trueclaim, New Wave Esports and Subco under the Business
Corporations Act (British
Columbia).
Transaction Matters
It is intended that in connection
with the Transaction, Trueclaim will consolidate its common shares
(the "Trueclaim Shares") on a 1.5:1 basis (the
"Consolidation") and change its name to "New Wave Esports
Corp." or such other name as determined by the parties (the
"Resulting Issuer"). Under the terms of the Transaction, the
shareholders of New Wave Esports (the "New Wave Esports
Shareholders") will receive Trueclaim Shares in exchange for
their New Wave Esports Shares on the basis of one
post-Consolidation Trueclaim Share for each New Wave Esports
Share. The Trueclaim Shares will be issued at a deemed
post-Consolidation price of $0.15 per
Trueclaim Share (the "Consideration Shares") to the New Wave
Esports Shareholders. All of the outstanding warrants to acquire
New Wave Esports Shares (the "New Wave Esports
Warrants") will be exchanged for warrants of the Resulting
Issuer (the "Resulting Issuer Warrants") and the New Wave
Esports Warrants will be subsequently cancelled. The Resulting
Issuer Warrants will be on same terms and conditions as such
original outstanding New Wave Esports Warrants. Trueclaim is
expected to delist the Trueclaim Shares from the TSX Venture
Exchange ("TSXV") and to list the common shares of the
Resulting Issuer on the Canadian Securities Exchange ("CSE")
upon the completion of the Transaction.
The leadership team of the Resulting Issuer is expected to
consist of Trumbull Fisher as President; Tiffany Lee as Chief Financial Officer and
Corporate Secretary; and Daniel Mitre as Chief Marketing Officer.
The board of directors of the Resulting Issuer will consist of up
to 5 members including Jeffrey J.
Stevens, Mr. Fisher, Ms. Lee, and Byron Coulthard from Trueclaim.
Closing of the Transaction is subject to a number of conditions
and approvals, which include: the Transaction being completed by
September 30, 2019; and the receipt
of all applicable shareholder and regulatory approvals, including
approval by the TSXV and CSE. There can be no assurance that the
Transaction will be completed as proposed or at all. The Agreement
provides for termination rights, including in the event the
Transaction is not completed by September
30, 2019. The Transaction will be carried out by parties
dealing at arm's length to one another and therefore will not be
considered to be a non-arm's length transaction. Trading in the
Trueclaim Shares will remain halted pending completion or
termination of the Transaction.
To the extent permitted by the CSE, Trueclaim will pay, to
certain parties, an aggregated finder's fee consisting of that
number of Consideration Shares equivalent to 10% of the number of
Consideration Shares issued to New Wave Esports Shareholders as
part of completing the Transaction.
Further details regarding New Wave Esports and the Transaction
will be provided in a listing statement to be filed by Trueclaim in
connection with the Transaction and which will be available under
Trueclaim's SEDAR profile at www.sedar.com.
About New Wave Esports
New Wave Esports Corp. is an
acquisition, investment, and technology development company with
the goal of elevating the entire industry of esports and
competitive gaming. New Wave Esports provides capital and support
services to esports companies, organizations, teams, leagues,
events, platforms, and technology.
New Wave Esports acquires or invests in esports-focused
companies to optimize businesses and increase their profitability,
as well as create synergies within its portfolio of companies. New
Wave Esports invests in innovative esports companies for monetary
returns, equity stakes, and valuation increases. New Wave Esports
also develops tools and solutions to meet the growing needs of the
esports industry. Additionally, New Wave Esports provides strategic
advisory services to portfolio companies in exchange for additional
equity and/or options.
New Wave Esports has leadership teams located in
Toronto, Ontario and Los Angeles, California.
For more company information and contact details, visit
http://newwaveesports.com.
To date, New Wave Esports has placed investments in the
following companies which currently comprise the New Wave Esports
portfolio:
Even Matchup Gaming
New Wave Esports acquired a
significant equity stake in Even Matchup Gaming Inc. ("Even
Matchup Gaming"), a Toronto-based leading esports and competitive
gaming event organizer, broadcaster, and player management company
that facilitates online and live tournaments. The company's
tournament operator model is integral to the esports industry
ecosystem as it is scalable and rapidly growing. Even Matchup
Gaming's focus on fighting games uniquely positions the company in
an important emerging sector of esports. The company produces over
80 events per year with 500 events hosted to date on local,
regional, and national levels including Canada's large fighting game tournament Get On
My Level and Tristate's largest Super Smash Bros. tournament Let's
Make Moves. Leveraging strategic partnerships and sponsorships with
endemic and non-endemic brands such as Nintendo, Red Bull, and BENQ, Even Matchup Gaming's Get On
My Level 2019 tournament was an industry success with more than
2,100 players in attendance and 1M
unique viewers on unique livestream programming.
For more company information and contact details, visit
http://evenmatchup.ca.
Tiidal Gaming
New Wave Esports placed an investment in
Tiidal Gaming Group Inc. ("Tiidal Gaming") to support their
growth in esports, entertainment, and the related ecosystem. Tiidal
Gaming's footprint in esports has allowed them to establish a brand
that resonates with a growing audience of esports enthusiasts and
opens new revenue opportunities as they expand globally. In
addition to their investment, New Wave Esports secured two Advisory
Roles within the Tiidal Gaming organization. Tiidal Gaming is a
professional esports and entertainment organization with a track
record of success in competitive gaming, emerging esports markets,
and operational excellence through ownership and management of
professional teams. Tiidal Gaming has deep roots in esports,
traditional sports, and building brands, which gives them a strong
foundation to continue growing and capitalizing on the future of
the esports industry. They own and operate one of Canada's premier esports teams, Lazarus, which
is comprised of 50+ professional players and 12 professional teams
across 10 countries. Their teams are innovating the esports
industry with a roster of diverse athletes including one of the
world's first all-female esports teams. Team Lazarus currently has
teams that competes in 12 games including Fortnite, PUBG,
Counter-Strike: Global Offensive, Madden, NHL, Forza, Crossfire,
Brawlhalla, Hearthstone, Guns of Boom, iRacing, and GT Sport. Their
success has resulted in 60+ podium finishes and 32+ tournament
wins. In addition to their leading esports Executive team, they are
joined by Neil Duffy who sits on the
Board of Directors, former CFL Commissioner Jeffrey Orridge who sits as a Chairman, and NHL
Hall of Famer Mike Modano who also
sits as a Chairman.
For more company information and contact details, visit
http://tiidal.gg.
PlayLine
New Wave Esports placed an investment in
PlayLine Ltd. ("PlayLine") to support their business growth,
audience expansion, platform optimization, and objective of making
fantasy sports accessible to traditional sports and esports fans.
The company's platform is intuitive for new and existing fantasy
sports players, and their ability to connect large audiences to the
growing sector of fantasy esports establishes them as an industry
leader. PlayLine is co-founded by UFC Middleweight Champion
Michael Bisping and has secured NBA
All-Star Roy Hibbert as their
Investor/Strategic Partnerships manager. Their platform allows
users to predict the stat line of a group of featured superstar
players in a day's specific games for a chance to win multiple
$1M prizes daily and up to
$1B in prizes throughout the year. To
date, PlayLine has entered into agreements with strategically
placed third parties to deliver the unique value proposition their
game play offers, including Twitch, beIN Sports, Speedway
Motorsports Inc., One Toronto Gaming, Awesemo, and more
collaborations in development. In 2019, PlayLine is projecting to
service 376K+ registered users with a growth trajectory of
1.69M users by 2021.
For more company information and contact details, visit
http://playline.com.
Thunderbolt CDG
New Wave Esports fully acquired
Thunderbolt Creative Digital Gaming Inc. ("Thunderbolt
CDG"), a software applications and technology development
company that has provided services for 40+ startup companies. The
company's expertise and proficiency in technology development
expands New Wave Esports' offerings and capabilities. Thunderbolt
CDG is now an esports and competitive gaming venture with a focus
on innovating and growing the esports industry. They currently
develop new platforms, tools, and esports experiences.
Additionally, they provide business growth and strategic marketing
advisory services to New Wave Esports' portfolio companies.
For more company information and contact details, visit
http://thunderbo.lt.
About New Wave Esports' Executives
New Wave Esports'
executives are comprised of industry professionals with
backgrounds in gaming, esports, technology, investment groups, and
capital markets.
Trumbull Fisher, President
Trumbull Fisher is
President of New Wave Esports. His expertise lies within managing
capital markets and the financial growth of New Wave Esports. As
the President, he is responsible for financial movement, execution
and deployment of capital and investments, as well as ensuring
profitability of the organization. He also oversees business
relationships, capital raises, acquisitions, and investments
strategy. Trumbull holds a B.A. in Law and is qualified with over
15 years of capital markets experience. He has contributed to some
of the largest financial institutions in Canada by raising $3B+ in capital and has
co-founded financial companies and investment funds. In previous
positions, Trumbull was Co-Founder, COO, and Head of Trading for a
hedge fund.
Tiffany Lee, Chief Financial
Officer & Corporate Secretary
Tiffany Lee is the Chief Financial Officer and
Corporate Secretary of New Wave Esports. In this role, Tiffany
provides New Wave Esports with expertise in financial tracking,
accounting, statement preparation, MD&A preparation, budgeting,
forecasting, performance measurement, and financial analysis. She
holds a B.B.A. Honours from Wilfrid Laurier
University. She currently holds a position as a Controller
at High Hampton Holdings Corp. (CSE:HC). In previous roles, she was
Senior Staff Accountant at Constellation Software Inc. and
Intermediate Staff Accountant at Hub International.
Daniel Mitre, Chief Marketing Officer
Daniel Mitre is
the Chief Marketing Officer ("CMO") for New Wave Esports. As
CMO, Daniel is responsible for New Wave Esports' and portfolio
companies' marketing initiatives within capital markets, esports,
and gaming industries. His responsibilities also lie with the
growth of existing revenue streams and new opportunities to
increase New Wave Esports' profitability. His expertise and
contributions to the organization facilitates global brand
awareness, public and professional exposure within relevant
industries, expansion of marketable audiences and communities, and
global growth across onsite and digital mediums. Daniel has 17+
years' experience in video game marketing, developer and player
communications, and building large-scale communities for AAA
franchises, including esports and competitive gaming experiences.
He has led large-scale marketing campaigns and community programs
for Electronic Arts, Sega of America, THQ, Music Mastermind, Spin
Master Studios, and Sierra Online.
Notable gaming franchises he has worked on include Battlefield,
Madden, NBA Live, The Sims, Unravel, Sonic the Hedgehog, MX vs ATV,
Bakugan, Tech Deck, Air Hogs, Freestyle Street Basketball, and
Battlestar Galactica. Daniel is also an Advisor to Tiidal Gaming,
and Co-Founder and CMO of Thunderbolt CDG.
All information contained in this news release with respect to
New Wave Esports was supplied by New Wave Esports for inclusion
herein, and Trueclaim and its directors and officers have relied on
New Wave Esports for any such information. All information herein
with respect to each of Even Matchup Gaming, Tiidal Gaming,
PlayLine, and Thunderbolt CDG is based on information provided to
New Wave Esports by each such company.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV requirements, majority of the minority
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 any
Listing Statement or 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 Trueclaim 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.
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.
The securities of Trueclaim have not been and will not be
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirement. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION: 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 (i) the terms of and the
completion of the Transaction, (ii) the future direction of the
Resulting Issuer and its investments in the esports industry, (iii)
the ability of the Resulting Issuer to successfully achieve its
business and financial objectives, and (iv) expectations for other
economic, business, and/or competitive factors affecting the
esports industry and New Wave Esports' portfolio companies.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions regarding New Wave Esports' business
prospects and the Transaction that, while considered reasonable,
are subject to known and unknown risks, uncertainties, and other
factors which may cause 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, including changes in the financial markets and the
developing esports industry; the ability of the Resulting Issuer to
raise equity capital in the amounts and at the costs that it
expects; and delay or failure to receive board, shareholder or
regulatory approvals relating to the Transaction. 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 herein.
Trueclaim 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.
SOURCE Trueclaim Exploration Inc.
