July 12, 2021 (TORONTO, ONTARIO) – OverActive Media Corp. (formerly Abigail Capital Corporation) (“OverActive”) (TSXV:OAM) is pleased to announce that it has completed its previously announced qualifying transaction (the “Transaction”). At the same time, OverActive also completed the conversion of approximately $23 million worth of previously issued subscription receipts, issued in connection with the previously announced brokered private placement led by TD Securities Inc., into OverActive common shares.
“This is a bold step for our entire organization, our investors and our ownership group,” said Chris Overholt, President and CEO of OverActive Media. “Together we are building a world-leading, 21st century sports, media and entertainment company for today’s generation of fans. Taking our company public will further enable us to deliver on our vision and fuel our efforts to redefine the industry. We are very proud of the tremendous progress we have made so far. But I assure you, we are just getting started.”
The Transaction was completed by way of a three-cornered amalgamation pursuant to which the former OverActive Media Corp (“Old OverActive”) amalgamated with a wholly-owned subsidiary of Abigail Capital Corp. (“Abigail”) to form OverActive Media Holdings Corp. (“OverActive Holdings”). As part of the Transaction, Abigail changed its name to OverActive Media Corp. and will now carry on the business of Old OverActive via OverActive Holdings.
OverActive has received conditional approval for the Transaction from the TSX Venture Exchange (the “TSXV”) and OverActive’s shares are expected to start trading on the TSXV on July 14, 2021 under the symbol “OAM”.
Prior to the completion of the Transaction, Abigail consolidated all of its outstanding common shares (the “Abigail Shares”) on a nine to one basis (the “Consolidation”), resulting in an aggregate of 1,333,333 post-Consolidation Abigail Shares outstanding immediately prior to completion of the Transaction.
Pursuant to the Transaction, the holders of common shares in the capital of Old OverActive (the “Old OverActive Shares”) received one post-Consolidation Abigail Share (each, an “OverActive Share”) in exchange for each Old OverActive Share held. After giving effect to the Consolidation and the Brokered Offering (as defined below), the shareholders of Abigail hold 1,333,333 OverActive Shares and the shareholders of Old OverActive hold 78,902,947 OverActive Shares. The shareholders of Old OverActive immediately prior to completion of the Transaction included shareholders who received OverActive Shares pursuant to the Offerings (as defined below).
In addition to the foregoing, the holders of Abigail options and warrants prior to the completion of the Transaction will be entitled to acquire up to an additional 166,667 OverActive Shares, the holders of OverActive options prior to the completion of the Transaction will receive options to acquire up to an additional 6,516,000 OverActive Shares and the Agents (as defined below) received warrants to acquire up to an additional 614,235 OverActive Shares for a period of 24 months from the completion of the Transaction at a price of $2.25 per share.
As part of the Transaction, OverActive completed two private placements pursuant to which it raised aggregate gross proceeds of approximately $40 million from the sale of subscription receipts (the “Subscription Receipts”) and Old OverActive Shares at a price of $2.25 per Subscription Receipt or Old OverActive Share (the “Offerings”).
The brokered private placement consisted of the issuance of a total of 10,237,255 Subscription Receipts for total proceeds of approximately $23 million (the “Brokered Offering”). TD Securities Inc. acted as lead agent on the Brokered Offering along with a syndicate of agents (together the “Agents”) including Cormark Securities Inc., Echelon Wealth Partners Inc. and Eight Capital. As part of the Transaction, immediately prior to closing, each Subscription Receipt was automatically converted into one Old OverActive Share and then immediately exchanged for one OverActive Share, in each case without any further consideration or action by the holder thereof. The escrowed proceeds from the Brokered Offering, net of the outstanding cash commission and expenses payable to the Agents, has been released to OverActive.
In addition, OverActive completed a non-brokered private placement of 7,492,598 OverActive Shares to current shareholders, friends and family for total proceeds of approximately $17 million.
It is expected that the proceeds of the Offerings will be used primarily for organic and acquisition-based growth initiatives and used for working capital and general corporate purposes.
Directors and Officers of OverActive
Upon completion of the Transaction, the incumbent directors and officers of Abigail tendered their resignations and the size of Abigail’s board of directors was increased to four. Sheldon Pollack, Michael Kimel, Jeffrey Kimel and Christina Bianco were appointed as directors to fill the four vacancies on the board and Robin Brudner, Rizwan Jamal and Jamie Firsten are expected to be elected as directors of OverActive at a special meeting of shareholders that has been called for July 26, 2021.
Management of OverActive consists of Chris Overholt (President & Chief Executive Officer), Adam Adamou (Chief Strategy Officer), Alyson Walker (Chief Commercial Officer), Rikesh Shah (Interim Chief Financial Officer), Tyler Keenan (Vice President, Global Partnerships) and Jorge Schnura (Vice President, Strategy and General Manager, Europe).
The following table sets forth the share capital of OverActive, on a consolidated basis, after giving effect to the Transaction:
Number of OverActive Shares
Total fully-diluted OverActive Shares
Of the 80,236,280 issued and outstanding OverActive Shares, 26,753,599 OverActive Shares are held by former Old OverActive Shareholders and are held in escrow pursuant to a TSXV – Tier 1 Value Escrow Agreement. In addition, 377,777 OverActive Shares held by former Abigail Shareholders and are held in escrow pursuant to a TSXV – CPC Escrow Agreement, as further described in Abigail’s management information circular dated February 25, 2021.
Early Warning Disclosure Pursuant to National Instrument 62-102
Upon the completion of the Transaction, Westdale Construction Co. Limited (“Westdale”) acquired 13,248,071 OverActive Shares, representing approximately 16.5% of the issued and outstanding OverActive Shares. Prior to completion of the Transaction, Westdale did not own any Abigail Shares. Westdale intends to evaluate its investment in OverActive on an ongoing basis and may increase or decrease its ownership of OverActive securities from time to time, as it may determine appropriate for investment purposes.
To obtain a copy of the early warning report to be filed in connection with the holdings of Westdale, please visit the OverActive’s SEDAR Profile at www.sedar.com or contact Rikesh Shah at the phone number or email noted below.
Pursuant to the TSXV's Policy 2.4 – Capital Pool Companies ("Policy 2.4"), OverActive confirms that requisite disinterested shareholder approval was obtained at a meeting of OverActive shareholders on March 29, 2021 for the following matters (the “CPC Transition”): (i) to remove the consequences of failing to complete a "Qualifying Transaction" (as defined in Policy 2.4) within 24 months of OverActive’s date of listing on the TSXV; and (ii) to amend the escrow release conditions and certain other provisions of OverActive’s CPC escrow agreement. The TSXV has conditionally accepted the CPC Transition, and OverActive expects to receive final TSXV approval of the CPC Transition following dissemination of this news release.
For additional information concerning OverActive, the Transaction and the Offering, please refer to Abigail’s press releases dated March 3, 2021, March 16, 2021, March 19, 2021 and April 12, 2021, April 19, 2021 and July 5, 2021 which are available under OverActive’s SEDAR profile at www.sedar.com and the filing statement which has been filed under OverActive’s SEDAR profile at www.sedar.com.
For more information, please contact:
Rikesh Shah, Interim Chief Financial Officer of OverActive
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of OverActive with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (a) the listing and trading of the OverActive Shares on the TSXV, (b) expectations for other economic, business, and/or competitive factors; and (c) the use of proceeds of the Offering.
Investors are cautioned that forward-looking statements are not based on historical facts but instead OverActive management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OverActive believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Transaction and other risk factors set out in the filing statement. These forward-looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of OverActive should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.