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LEAF Announces Letter of Intent with East Side Games

LEAF Announces Letter of Intent with East Side Games Canada NewsWire VANCOU...

articleEast Side Games Group IncOctober 7, 20204/company/east-side-games-group-inc/news/leaf-announces-letter-of-intent-with-east-side-games
LEAF Announces Letter of Intent with East Side Games

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[{"type":"text","content":"LEAF-Letter-of-Intent\n \n \n \n LEAF Announces Letter of Intent with East Side Games\n \n \n /* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n \n \n \n \n \n \n Canada NewsWire\n \n \n VANCOUVER, BC, Oct. 7, 2020\n \n \n \n \n \n VANCOUVER, BC\n \n ,\n \n Oct. 7, 2020\n \n /CNW/ - LEAF Mobile Inc. (TSXV: LEAF) (\"\n \n LEAF\n \n \" or the \"\n \n Company\n \n \") announces that it has entered into a letter of intent (the \"\n \n LOI\n \n \") dated\n \n October 6, 2020\n \n with East Side Games Inc. (\"\n \n East Side Games\n \n \").\n \n \n \n \n \n \n \n \n \n \n \n Acquisition\n \n \n \n \n Pursuant to the LOI, LEAF will acquire all of the securities of East Side Games (the \"\n \n Acquisition\n \n \") for\n \n $150 million\n \n (the \"\n \n Purchase Price\n \n \"), the payment of which will be comprised of\n \n $50 million\n \n in cash, and that number of LEAF common shares (\"\n \n LEAF shares\n \n \") that will represent 50% of the issued and outstanding LEAF shares on Closing.\n \n \n Completion of the Acquisition is conditional upon, among other things, LEAF obtaining conditional approval from the Toronto Stock Exchange to list the LEAF shares for trading on that exchange.\n \n \n The Acquisition will be completed on a \"cash free, debt free\" basis, and thus the Purchase Price will be subject to adjustment to reflect same.\n \n \n East Side Games is currently a \"control person\" of LEAF by virtue of holding more than 20% of the issued and outstanding LEAF shares.  As such, completion of the Acquisition will be subject to, among other things, LEAF obtaining all necessary shareholder approvals.\n \n \n The Acquisition is subject to numerous conditions precedent, including but not limited to the following:\n \n \n \n Satisfactory due diligence investigations by each party of the other, including without limitation, the audited financial information of East Side Games when available;\n \n \n \n \n The negotiation and execution of definitive agreements;\n \n \n \n \n Receipt of all necessary prior approvals, including LEAF shareholder approval and the approval of the TSX Ventu...

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