TORONTO, ON and VANCOUVER, BC–August 29, 2019 – Enthusiast Gaming Holdings Inc. (TSX-V: EGLX) (“Enthusiast”) and J55 Capital Corp. (TSX-V: FIVE.P)(“J55”) are pleased to announce that they have obtained a final court order from the Ontario Superior Court of Justice approving the previously announced plan of arrangement under the Business Corporations Act (Ontario). J55 will acquire all of Enthusiast’s issued and outstanding common shares by way of a plan of arrangement under the Business Corporations Act(Ontario)(the “Arrangement“).
Receipt of the final order follows the annual and special meeting of shareholders of Enthusiast (“Enthusiast Shareholders”) held on August 26, 2019, where Enthusiast Shareholders overwhelmingly approved the Arrangement by a special resolution, and the annual and special meeting of shareholders of J55 (“J55 Shareholders”) held on August 26, 2019, where J55 Shareholders unanimously approved the Arrangement by a special resolution.
Pursuant to the Arrangement, holders of common shares of Enthusiast will receive 4.22 post-First Consolidation (as defined in the joint management information circular of J55 and Enthusiast dated July 23, 2019)common shares of J55 for each common share of Enthusiast held.
Closing of the Arrangement remains subject to the satisfaction or waiver of other customary closing conditions, including final approval by the TSX Venture Exchange. Subject to satisfaction of these closing conditions, it is anticipated that the Arrangement will be completed in early September, 2019.
Enthusiast’s stock expects to be halted after markets today, Thursday August 29, 2019 pending the closing of the merger transactions. Enthusiast’s stock is not expected to resume trading as following the Arrangement, Enthusiast will become a subsidiary of J55 and be delisted.
For further information regarding J55, please contact:
Chief Financial Officer, Secretary and Director
Email: [email protected]
For further information regarding Enthusiast, please contact:
Head of Investor Relations & Marketing
Telephone: (604) 785-0850
Email: [email protected]
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 J55 or Enthusiast Gaming to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements in this news release include, but are not limited to: statements with respect to the completion of the Arrangement and the timing for its completion; the satisfaction of closing conditions which include, without limitation (i) certain termination rights available to the parties under the Arrangement Agreement, (ii) J55 obtaining the necessary approvals from the TSX-V for the listing of its common shares, (iii) Enthusiast Gaming receiving approval for the delisting of its shares on the TSX-V, and (iv) other closing conditions, including compliance by J55 and Enthusiast Gaming with various covenants contained in the Arrangement Agreement. 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. 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. 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.
J55 and Enthusiast Gaming 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.