Torque Esports Corp. (TSXV:GAME) entered into a binding letter of intent to acquire UMG Media Ltd. (TSXV:ESPT) for CAD 8.4 million on October 21, 2019. Torque Esports Corp. (TSXV:GAME) signed the definitive arrangement agreement to acquire UMG Media Ltd. (TSXV:ESPT) for CAD 8.4 million on November 6, 2019. Total consideration consists of 4.329445 million Torque shares in exchange for the UMG securities to be exchanged pursuant to the transaction. In addition, each outstanding option and warrant to purchase a UMG share will be exchanged for an option as applicable, to purchase a Torque Share, based upon the exchange ratio, there are currently 3.927542 million stock options of UMG which will be exchanged based on the exchange ratio. As on November 25, 2019, the exchange ratio for consideration shares was amended under which UMG shareholders will receive 0.0643205 Torque common shares in exchange for each UMG common share. Torque will issue approximately 4.33 million Torque shares in exchange for the UMG securities to be exchanged pursuant to the transaction, including the securities to be issued pursuant to the UMG private placement. UMG Media will operate as subsidiary of Torque Esports upon completion of the transaction. In case of termination of the transaction, UMG Media will pay Torque a termination fee of CAD 0.3 million and Torque will pay a termination fee of CAD 0.1 million. The letter of intent provides for the parties to work towards completing their due diligence and the execution of a definitive arrangement agreement prior to October 28, 2019.

The implementation of the transaction will be subject to the approval of at least 66 2/3% of the votes cast by holders of UMG Shares at a special meeting of UMG shareholders expected to take place in December 17, 2019. In addition to the UMG shareholder approval, the transaction is also subject to Torque completing the acquisition of 51% of Allinsports SRL, receipt of TSXV approval and certain regulatory, court and stock exchange approvals, third party approvals, UMG Media private placement completion and certain other closing conditions customary in transactions of this nature. The Letter of Intent has been unanimously approved by the boards of directors of each of UMG and Torque. As of November 25, 2019, UMG has received the interim court order in connection with the transaction and UMG and Torque have received conditional approval on the Transaction from the TSXV. As on December 17, 2019, UMG shareholders overwhelmingly approved the proposed transaction with Torque. Special committee of UMG consists of independent members of the Board and comprises of Scott McGregor, Ray Antony and Hector Rodriguez. As of December 18, 2019, UMG has received the final approval by the Court of Queen's Bench of Alberta related to completion of the transaction. It is currently expected that Torque's acquisition of 51% of Allinsports SRL will not close until the end of January 2020, and therefore Torque and UMG have waived the Allinsports closing condition with respect to the transaction. It is expected that all conditions required to complete the closing will be met prior to December 31, 2019. Trevor Wong-Chor of DLA Piper (Canada) LLP acted as legal advisor to UMG Media and Rick Moscone of Fogler, Rubinoff LLP acted as legal advisor to Torque.

Torque Esports Corp. (TSXV:GAME) completed the acquisition of UMG Media Ltd. (TSXV:ESPT) on December 31, 2019.