Business
Tova Ventures II Inc. and Enthusiast Gaming Inc. Announce Business Combination Agreement and Concurrent Financing in Respect of Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - June 11, 2018) - Tova Ventures II Inc. (TSXV: TOVA.P) (the...
About this update from Enthusiast Gaming Holdings Inc
[{"type":"text","content":"Tova Ventures II Inc. and Enthusiast Gaming Inc. Announce Business Combination Agreement and Concurrent Financing in Respect of Qualifying TransactionToronto, Ontario--(Newsfile Corp. - June 11, 2018) - Tova Ventures II Inc. (TSXV: TOVA.P) (the \"Company\" or \"Tova\") is pleased to announce that further to a news release dated January 3, 2018, it has entered into a definitive business combination agreement dated June 11, 2018 (the \"Business Combination Agreement\") with Enthusiast Gaming Inc. (\"Enthusiast\"), a privately-held Toronto based digital media corporation focused on the gaming industry. The Business Combination Agreement is structured as a three-cornered amalgamation (the \"Transaction\") under the Business Corporations Act (Ontario) (the \"BCA\"). As a result of the Transaction, Enthusiast will become a wholly-owned subsidiary of Tova. Upon completion of the Transaction, it is intended that Tova will change its name to \"Enthusiast Gaming Inc.\" (the \"Resulting Issuer\"). The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals as well as the satisfaction of conditions to closing as set out in the Business Combination Agreement. Subject to the approval of the TSX Venture Exchange (the \"Exchange\"), the Transaction will constitute Tova's Qualifying Transaction under the Exchange Policy 2.4 — Capital Pool Companies (the \"CPC Policy\"). The Company intends to list its common shares on the Exchange as a Tier 2 Technology Issuer upon completion of the Transaction.Tova is also pleased to announce that Enthusiast entered into a brokered financing engagement agreement (the \"Engagement Agreement\") with a syndicate of agents co-led by Haywood Securities Inc. and Canaccord Genuity Corp. (the \"Co-Lead Agents\") and including Interward Asset Management Ltd and PowerOne Capital Markets Limited (together with the \"Co-Lead Agents\", the \"Agents\") to raise, on a best efforts agency basis up to an aggregate of $8,500,000 of subscription receipts (each a \"Subscription Receipt\" and together, the \"Subscription Receipts\") at $1.25 per Subscription Receipt (the \"Brokered Financing\"). In addition to the Brokered Financing, the Company intends to complete a non-brokered private placement of Subscription Receipts on identical terms concurrently with the completion of the Brokered ...