NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS
Enthusiast Gaming closes private placement and announces intent to go public
Toronto, Ontario, January 10, 2018 – Enthusiast Gaming Inc. (“Enthusiast”), a privately-held digital media company focused on the video game segment, today announced the closing of a non-brokered private placement of 6,467,450 units (each a “Unit”, and together the “Units”) at a price of $0.47 per Unit for total gross proceeds of $3,039,701. Each Unit is comprised of one common share and one common share purchase warrant (each a “Warrant”, and together, the “Warrants”). The Warrants are exercisable for $0.58 per common share from the date of issue until such date as is 18 months following the completion of a going-public transaction. The closing of this private placement represents the first tranche of an ongoing offering of Units for gross proceeds of up to $5,160,000 (the “Offering”). Enthusiast intends to use the proceeds for general corporate purposes and to identify and pursue acquisition opportunities.
“We are extremely grateful to our existing and new investors for the confidence and belief they have shown in Enthusiast’s vision for the gaming industry. With this new funding, Enthusiast will continue building and strengthening its core digital platforms, through both an aggressive buy and build strategy,” said Menashe Kestenbaum, Founder & CEO.
News of the private placement follows the recent announcement of a proposed reverse take-over of Enthusiast (the “Proposed Transaction”) by Tova Ventures II Inc. (TSXV: TOVA.P) (“Tova”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”). Following completion of the Proposed Transaction, the resulting entity intends to list its common shares on the Exchange as a Tier 2 Technology Issuer.
This press release is not an offer of the Units, Warrants or underlying Common Shares (collectively, the “Securities”) for sale in the United States. The Securities may not be offered or sold in the United States absent registration under the US. Securities Act of 1933, as amended or an exemption from such registration. The Securities have not been and will not be publicly offered in the United States. The Securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws.
About Enthusiast Gaming Inc.
Founded in 2014, Enthusiast is the fastest growing online community of video gamers. Together with its owned digital media properties and live events, it reaches over 50 million gamers monthly with unique, curated content and user generated posts, across more than 60 websites, digital properties and social media channels worldwide. Enthusiast also owns and operates Canada’s largest gaming expo, Enthusiast Gaming Live Expo (EGLX). For more information, visit www.enthusiastgaming.com.
Forward Looking Information – Cautionary Statement
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: the terms and conditions, timing, status and/or completion of the Offering, Proposed Transaction; use of funds; and the business and operations of Enthusiast or Tova, before and/or after completion of the Offering or 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; delay or failure to receive board, shareholder or regulatory approvals; the results of operations; potential for conflicts of interests; as well as volatility of the Enthusiast’s common share price and volume. There can be no assurance that such statements will prove to be accurate or complete, 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. Enthusiast and Tova each 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed 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.
Menashe Kestenbaum, CEO firstname.lastname@example.org
Eric Bernofsky, CFO email@example.com