Millenial Esports Corp. (formerly Stratton Capital Corp.), a corporation existing under the Business Corporations Act (Ontario) (the “Company”), is pleased to announce that, effective October 20, 2016, it has completed the previously announced acquisition (the “Transaction”) of Pro Gaming League Inc. (“PGL”), a corporation existing under the Business Corporations Act (Ontario).
The Transaction was effected by way of a securities exchange (the “Securities Exchange”) between the Company and PGL. Pursuant to the Securities Exchange, on closing of the Transaction, each issued and outstanding share of PGL (the “PGL Shares”) was exchanged for post-Consolidation (as defined below) common shares of the Company (“Common Shares”) on the basis of one (1) post-Consolidation Common Share for each one (1) PGL Share outstanding immediately prior to the closing of the Transaction. In addition, each outstanding common share purchase warrant of PGL outstanding on the date of the Transaction (the “PGL Warrants”) were exchanged for common share purchase warrants of the Company (“Warrants”), on the basis of one PGL Warrant for one Warrant, with each Warrant exercisable to acquire one Common Share at $0.05 per Common Share for a period of three (3) years from the closing date of the Transaction. Upon completion of the Transaction, the Company owns 100% of the issued and outstanding shares of PGL.
On October 19, 2016, PGL completed a private placement (the “Offering”) of 40,605,400 PGL Shares at a price of C$0.10 per PGL Share for aggregate gross proceeds of C$4,060,540, which includes an additional C$165,000 from the aggregate gross proceeds disclosed in the Filing Statement of the Company dated October 7, 2016 (the “Filing Statement”).
Immediately prior to closing of the Transaction, the Company consolidated the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation share for every four (4) pre-consolidation shares (the “Consolidation”). Furthermore, the Company has changed its name to Millennial ESports Corp. (the “Name Change”) and all of the directors and officers of the Company have resigned and been replaced by the following: Alex A. Igelman – Director and Chief Executive Officer; Chad Larsson – President and Director; Robert Suttie – Chief Financial Officer; Adam Morrison – Chief Technology Officer; Ronald R. Spoehel – Director; Seth Schorr – Director; and David Fawcett – Director.
On closing of the Transaction, former PGL shareholders (including subscribers to the Offering) received 85,449,812 Common Shares, at a deemed price of C$0.10 per Common Share. As of the date hereof, taking into account the completion of the Consolidation and the Transaction, the Company has the following issued and outstanding securities: 87,263,856 Common Shares; 4,106,382 Warrants; and 178,948 Stock Options.
Pursuant to the terms of a Tier 2 value security escrow agreement dated October 20, 2016 among the Company, Computershare Trust Company of Canada and certain securityholders, an aggregate of 12,300,000 Common Shares have been placed in escrow in accordance with TSX Venture Exchange (the “Exchange”) policies.
By letter dated October 3, 2016, the Exchange issued its conditional approval of the Transaction. The Company is in the process of filing the final documents with the Exchange pursuant to the conditional approval, and the Common Shares are expected to commence trading on the Exchange under the ticker symbol “MIL” shortly after the Exchange provides its final approval and issues its final exchange bulletin confirming the completion of all conditions to listing.
Further details regarding the Transaction are contained in the press releases of the Company dated May 16, 2016 and October 7, 2016 and the Filing Statement, which are accessible on SEDAR.
About Millennial ESports Corp.
The Company, through its subsidiary PGL, operates ProGamingLeague.com, an eSports platform and online community, which provides gamers with a variety of online competitions, leagues and ladders giving them an opportunity to win prizes and garner recognition within the global eSports community. PGL’s production division delivers turnkey tournament and event planning, coordination and logistics. Finally, PGL owns and operates some of the leading mobile apps related to eSports (LoL Champions). PGL was launched in 2013 with the ultimate goal to unite the most popular eSports communities on a single entertainment platform and is quickly becoming a favoured online destination for eSports enthusiasts from around the globe. In addition, PGL provides turnkey solutions in an effort to give game publishers, consumer brands and other partners exposure and influence on a targeted audience, thereby enabling them to generate new revenue streams by leveraging this unique and highly sought after global demographic.
Caution Regarding Forward-Looking Statements
The statements used in this press release may contain forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, the expectation regarding receipt of regulatory approval, including Exchange final approval. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions, including the timing and receipt of all applicable regulatory approvals, the anticipated benefits from the Transaction and the satisfaction of other conditions to the receipt of final Exchange approval. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ, possibly significantly. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forward-looking statements. Except as required by applicable law, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers are therefore cautioned not to place undue reliance on any forward-looking statements.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Millennial ESports Corp. Alex A. Igelman Chief Executive Officer (647) 346-1888
Source: Press release