UMG Media Corp. entered into a letter of intent to acquire Gegs Capital Corp. (TSXV:GEGS.P) in a reverse merger transaction on March 5, 2019. Under the transaction, 144.72 million shares of Gegs Capital Corp. will be issued to the shareholders of UMG Media Corp. at a ratio of 9.0801 shares of Gegs Capital Corp. for each share of UMG Media Corp., which will constitute approximately 91% of the outstanding shares of Gegs Capital Corp. As of May 29, 2019, UMG Media Corp. entered into an arrangement agreement to acquire Gegs Capital Corp. Under the terms of the agreement, each UMG share (other than UMG Shares held by dissenting shareholders), including UMG shares held by subscribers under the private placement, will be transferred to Gegs in exchange for 9.0801 Gegs Shares at a deemed price of $0.09 per Gegs share for an aggregate total of 156,881,074 pre-Consolidation Gegs shares. The transaction will be undertaken by means of a plan of arrangement under the Business Corporations Act (British Columbia). As part of the arrangement, and subject to approval by shareholders of Gegs Capital Corp., the combined company will undertake a share consolidation of the shares of Gegs Capital Corp. The consolidation will occur on the basis of one consolidated share of Gegs Capital Corp. for every two outstanding shares of Gegs Capital Corp. Following the completion of the arrangement, Gegs will consolidate the issued and outstanding Gegs shares (including the Gegs shares issued to former holders of UMG Shares) on the basis of 1 post-consolidation share for every 4 pre-consolidation shares. Concurrent with or immediately prior to the closing of the transaction, UMG expects to complete a brokered private placement for aggregate gross proceeds of a minimum of CAD 1 million. Upon completion of the transaction, UMG will be a wholly-owned subsidiary of the Resulting Issuer. Upon completion of the transaction the combined company will be renamed UMG Media Ltd. The termination fee of CAD 0.1 million will be paid by the participant who terminates the agreement. Following the closing of the transaction, management of the combined company will be comprised of Dave Antony (Chief Executive Officer), Martin Brown (Chief Operations Officer), Charidy Lazorko (Chief Financial Officer), Shelly Scism (Chief Compliance Officer), Ryan Summers (Vice President of Operations) and Trevor Wong-Chor (Corporate Secretary). The Board of Directors is contemplated to be comprised of David Antony, Martin Brown, Raymond Antony, W. Scott McGregor and Hector Rodriguez. The transaction is conditional upon acceptance by TSX Venture Exchange Inc. and completion of financing by UMG Media Corp. of no less than CAD 0.5 million. The financing could be in form of a private placement or through the exercise of currently outstanding UMG convertible securities. Gegs Capital Corp. is not required to obtain shareholder approval for the transaction. Completion of the transaction is subject to a number of conditions including, but not limited to, third-party and board approvals and consents, the current Gegs Board, other than Scott McGregor, and officers shall have executed mutual resignations, any Person who will be a post-Closing shareholder of Gegs which is required by the TSXV to sign an escrow agreement in accordance with the policies of the TSXV, listing/approval of new shares, limitation on rights of dissenters, minimum balance sheet requirements, exemption of shares from registration, satisfaction or waiver of all conditions set forth in the agreement (including completion of the private placement and UMG shareholder and court approval of the arrangement) and TSXV acceptance of the transaction. The Board of Directors of each of Gegs Capital Corp. and UMG Media Corp. unanimously support the transaction. The shareholders of Gegs approved the consolidation, the name change and the new stock option plan at the Gegs' shareholder meeting held on May 1, 2019. As of May 30, 2019, the transaction has received conditional approval from the TSXV. It is anticipated that the closing of the transaction will occur on or before July 5, 2019. KPMG LLP acted as the accountant and Odyssey Trust Company acted as the registrar for Gegs Capital. Eugene Chen of Nerland Lindsey LLP acted as the legal advisor for Gegs and Trevor Wong-Chor of DLA Piper (Canada) LLP acted as the legal advisor for UMG. UMG Media Corp. completed the acquisition of Gegs Capital Corp. (TSXV:GEGS.P) in a reverse merger transaction on July 11, 2019. Trading in the common shares of Gegs Capital Corp. is expected to commence on the TSXV under the symbol "ESPT" the week of July 15, 2019 following the issuance by the TSXV of its final bulletin in respect of the transaction. The shareholders of UMG Media Corp. approved the arrangement at a special meeting held on June 25, 2019 and UMG Media Corp. received a final order of the Supreme Court of British Columbia approving the Arrangement on June 27, 2019. As of July 11, UMG Media Corp completed its previously announced brokered private placement for aggregate gross proceeds of approximately CAD 1.3 million.