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 approval to list on the Exchange TSX Venture Exchange (the “TSXV”) in connection with the qualifying transaction (the “Transaction”), as described in Abigail’s previous 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.

Following the comprehensive press release from April 19, 2021, OverActive will merge 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 activities of OverActive.

Completion of the transaction is subject to a number of conditions including, but not limited to, final acceptance by the TSX Venture Exchange and satisfaction of other customary closing conditions. The transaction is expected to close during the week of July the 5the.

About OverActive

OverActive is a private company headquartered in Toronto, Ontario, with operations in Madrid, Spain and Berlin, germany. OverActive’s mandate is to create an integrated global business delivering sports, media and entertainment products to the current generation of fans with a focus on esports, video games, content creation and distribution. , culture and events live and online. OverActive has 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 European League of Legends (“LEC”), operating as MAD Lions, (iv) la Liga de Videojuegos Profesional League of Legends Superliga, operating as MAD Lions Madrid, and (v) in Counter Strike: Global Offensive, operating under the MAD Lions name in Flashpoint, a franchise league operated by B Site Inc. (a company in which OverActive has a minority stake), as well as other unaffiliated CS: GO tournaments and leagues. OverActive also manages live and online events, operating under the name OverActive Live and maintains an active social media presence with its fans and community members, manages fan clubs and other fan related activities. that increase the reach of its brands.

OverActive was incorporated in Canada at November 6, 2017 under the name of “The Ledger Group Inc.” By amending statutes dated June 20, 2019, OverActive changed its name to “OverActive Media Corp.”

About Abigail

Abigail is a private equity firm existing under the laws of the Province of British Columbia. Abigail’s main activity is to identify and assess opportunities to acquire an interest in assets or businesses for the completion of an eligible transaction and, once identified and assessed, to negotiate an acquisition. or a participation subject to obtaining shareholder approval, if applicable, and acceptance of the filing by the Exchange. Abigail has no business activity and no assets other than cash.

Abigail completed its IPO on August 30, 2019, and the Abigail Shares (the “Abigail Shares”) are listed on the TSXV under the symbol “ACC-P.VN”. Trading in Abigail shares was halted on March 1, 2021 in the context of the announcement of the proposed Transaction. At February 23, 2021, on the last day that Abigail’s shares were traded before trading was halted, the closing price of Abigail’s shares was $ 0.30. Trading in the Abigail Shares will not resume until the Transaction is completed.

Further information

For more information regarding 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 capital pool company transaction is required by the TSX Venture Exchange, unless an exemption or waiver of the sponsorship requirement is available. The Transaction should be exempt from the sponsorship requirement.

Trading in Abigail Shares is currently suspended. It is uncertain whether Abigail shares will resume trading until the trade is completed and approved by the TSXV.

There is no interest in the Transaction held by parties at arm’s length from Abigail or OverActive.

Except as disclosed in Abigail 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 the like payable for the Transaction.

For more 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.

Caution regarding forward-looking information

This press release contains statements that constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding plans, intentions, Abigail and OverActive’s current beliefs and expectations with respect to future business activities and operational performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intention”, “plan”, “anticipate”, “believe”, “estimate” , “Expect” or similar expressions and includes information regarding: (a) expectations regarding the completion of the Transaction, including the conditions for the completion of the Transaction; (b) the time of completion of the Transaction, if any, and the terms of that transaction; and (c) expectations regarding other economic, business and / or competitive factors.

Investors are cautioned that forward-looking statements are not based on historical facts but rather reflect the respective expectations, estimates or projections of the management of Abigail and OverActive regarding future results or events based on opinions, assumptions and management’s estimates believed to be reasonable as of the date the statements are made. Although Abigail and OverActive believe that the expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties, and should not be relied upon unduly, as unknown or unforeseeable factors could have material adverse effects. on the results, achievements of the resulting issuer. Among the key factors that could cause actual results to differ materially from those projected in forward-looking statements are: the ability to complete the Transaction; the ability to obtain the required regulatory and shareholder approvals and the satisfaction of other conditions for the completion of the Transaction according to the proposed terms and schedule; the potential impact of the announcement or completion of the Transaction on relationships, including with regulators, employees, suppliers, customers and competitors; changes in economic, trade and general political conditions, including changes in financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulations; 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 the risks and uncertainties associated with Abigail’s and OverActive’s business and by general market conditions, including COVID-19.

If one or more of these risks or uncertainties materialize, or if the assumptions underlying the forward-looking statements prove to be incorrect, actual results could differ materially from those described herein as being expected, planned, anticipated, believed, estimated or expected. While Abigail and OverActive have attempted to identify risks, uncertainties, and important factors that could cause actual results to differ materially, there may be others that could cause results to differ from those anticipated, estimated or planned and these changes could be material. Abigail and OverActive do not intend and assume no obligation to update forward-looking statements, except as applicable law requires otherwise.

Completion of the transaction is subject to a number of conditions including, but not limited to, acceptance by the TSXV. There can be no assurance that the Transaction will be completed as offered or at all.

Investors are cautioned that, unless otherwise specified in the statement of deposit prepared in connection with the transaction, any information disclosed or received regarding the transaction may not be accurate or complete and should not be relied upon. Trading in Abigail securities should be viewed as highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this press release.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Abigail Capital Corporation


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