UMG MEDIA LTD. ("ESPT")
BULLETIN TYPE: Amalgamation, Delist
BULLETIN DATE: January 15, 2020
TSX Venture Tier 2 Company
Effective at the close of business, Friday, January 17, 2020, the common shares of UMG Media Ltd. ("UMG" or "the Company") will be delisted from TSX Venture Exchange. The delisting of the Company's shares results from an arrangement agreement (the "Agreement") between the Company and Torque Esports Corp. ("Torque") dated November 6, 2019.
Pursuant to the Agreement, Torque has agreed to acquire all of the issued and outstanding common shares of UMG by way of a plan of arrangement under the provisions of the Business Corporations Act (Alberta) (the "Transaction"). Under the Agreement, each UMG shareholder will be entitled to receive 0.0643205 of a common share of Torque for each common share of UMG held (the "Exchange Ratio"). Further, Torque will assume all of the covenants and obligations of UMG under the UMG Warrants and UMG Options (each a "UMG Convertible Security") and upon exercise or conversion of a UMG Convertible Security, the holder thereof will receive Torque common shares based on the Exchange Ratio (i.e. the same consideration they would have been entitled to receive had they been UMG shareholders at the effective time of the Transaction).
Prior to the closing of the Transaction, Torque and UMG were at arm's length.
The Exchange has been advised that approval of the Transaction by the UMG shareholders was received at a special meeting of shareholders held on December 17, 2019 and that approval of the Transaction was received from the Queen's Bench of Alberta on December 18, 2019. The Transaction completed on December 31, 2019. The full particulars of the Transaction are set forth in the Management Information Circular of UMG, dated as of November 15, 2019, which is available under the UMG profile on SEDAR.
For further details, please refer to the Company's Information Circular dated November 15, 2019 and news releases dated October 22, 2019, November 06, 2019, November 25, 2019, December 18, 2019, December 27, 2019 and December 31, 2019.
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