Oceanside Capital Corp.

Transcription

1 Oceanside Capital Corp. January 19, 2015 TSX VENTURE: OCC Oceanside Amends Proposed Change of Business Transaction VANCOUVER, BRITISH COLUMBIA January 19, 2015 Oceanside Capital Corp. (the Company or Oceanside ) (TSX VENTURE: OCC) is pleased to announce that it has entered into a non-binding letter agreement with Gaming Nation Acquisition Corp. ( Gaming Nation ) which will broaden the scope of its proposed Change of Business transaction previously announced on September 19, Gaming Nation is an Ontario company which has entered into non-binding letters of intent to purchase all of the shares of 5050 Central Ltd. and its subsidiary 5050 Central Delaware Inc. ( 5050 ) and Fantasy Feud Inc. ( Fantasy Feud ). Under the revised deal, the Company proposes to complete a revised and expanded change of business transaction (the Transaction ) which will include the previously disclosed acquisitions of Guru Fantasy Reports, Inc. ( Guru ) and Pick Nation, Inc. and Stevo Design, Inc. (collectively Picknation ), and in addition, will include the acquisition of Gaming Nation by way of a business combination agreement, which will constitute a reverse takeover transaction. The acquisition of Gaming Nation will occur immediately following, and be conditional upon, the completion of the proposed acquisition by Gaming Nation of 5050 and Fantasy Feud. Financing for the proposed acquisitions of 5050, Fantasy Feud, Guru and Picknation shall be secured pursuant to a brokered private placement offering by Gaming Nation (see Financing below). In addition, contemporaneous with closing, the Company proposes to, among other things, dispose of its existing mining assets, change its name to Le Reve Gaming, remain listed on the TSXV as a Tier 1 issuer under a new stock symbol, and continue from British Columbia to Ontario. The component parts of the Transaction described herein are all arm s length transactions under the policies of the TSXV, and will be subject to certain shareholder and regulatory or licensing approvals. Gaming Nation Acquisition Corp. Gaming Nation is an Ontario corporation which has entered into non-binding letters of intent to purchase the shares of 5050 and Fantasy Feud and an engagement letter in respect of the Offering described below Central Ltd s revolutionary raffling platform is changing the landscape of fundraising. The 5050 system tracks and collects raffle purchases through touch screen kiosks, and mobile hand-held devices. Through the use of wired or wireless technology, every transaction is electronically tallied and updated to scoreboards and display areas throughout the venue, creating excitement and resulting in increases in raffle sales. The system ensures accountability and eliminates human error while providing up to the minute reporting is the market leader and continues to grow in the stadium raffle sector, and was the first to achieve certification in the electronic raffle industry under Gaming Laboratories International technical standard

2 - 2 - GLI -31 Electronic Raffle Systems is currently used by over 235 different venues, including 74 professional league teams (e.g. NFL, MLB, NBA, NHL, etc.) and 16 NCAA teams. The company has been experiencing significant growth as additional states in the United States are permitting the use of the technology, and it grows its presence with the NCAA, expands into high schools, and works on a European expansion. For more information visit Fantasy Feud Inc. Fantasy Feud is a premier daily fantasy sports contest provider that launched in early The website is an evolved version of traditional fantasy sports in that it allows users to compete in one-day fantasy sports contests with friends or other site members for real cash prizes. Fantasy Feud offers users instant gratification and the opportunity to play frequently, without a long term commitment, as drafts, payouts and prizes are awarded daily rather than over the course of a full season. Fantasy Feud offers the biggest selection of contest types in the industry for a variety of professional and collegiate leagues including the NFL, NBA, NHL, MLB, PGA, NLL, CFB, CBB. Fantasy Feud is Canada's largest daily fantasy company and is consistently ranked among the top five daily fantasy sports platforms. For more information visit Acquisition of Guru and Picknation As previously disclosed on September 19, 2014, pursuant to separate letter agreements with Guru and Picknation and their applicable shareholders, at closing and subject to entering into definitive binding agreements in respect thereof, Oceanside plans to acquire all of the outstanding shares of each company as part of the Transaction. Financing Oceanside no longer anticipates, as was disclosed in its September 19, 2014 press release, to complete a $10 million offering of common shares in order to finance the proposed Transaction. In connection with the Transaction, Gaming Nation has advised that it has entered a non-binding engagement letter pursuant to which Canaccord Genuity Corp. ( Canaccord ) and Clarus Securities Inc. will act as co-lead managers and Canaccord will act as sole bookrunner, to raise gross proceeds of approximately US$40 million (or Cad$ equivalent) on a commercially reasonable best efforts basis (the Offering ). Subject to signing a definitive agency agreement, the Offering is expected to be a brokered private placement of subscription receipts, which will be exchangeable into common shares of Gaming Nation immediately prior to closing of the Transaction, and priced in the context of the market. Oceanside will provide further details of the Offering when available to it, in future news releases. Mining Asset Disposition Concurrently with, and conditional upon, closing of the proposed Transaction, the Company intends to complete a corporate reorganization by which it will spin-off all of its existing mining business via the transfer of the shares of its subsidiary Boss Minerals Inc. to a newly formed subsidiary of the Company, which shall immediately prior to the completion of the Transaction distribute common shares to the existing shareholders of the Company on a one-for-one basis. Directors and Officers

3 - 3 - Subject to approval of personal information forms by the TSX Venture Exchange, upon completion of the proposed Transaction, the Company intends to appoint the following individuals to the positions indicated: Peter Luukko: Chairman and Director. Mr. Peter Luukko is currently the Chairman of Pointstreak Sports Technologies Inc. and is a sports management and marketing industry veteran with over 35 years experience, who is well known for his prior position as the President and COO of Comcast-Spectator where he oversaw all operations of its subsidiaries including the Philadelphia Flyers, Philadelphia 76ers, Paciolan, Global Spectrum and Front Row Marketing. Mr. Luukko also served as a member of the NHL s Board of Governors. Scott Secord: Director and Chief Executive Officer. Mr. Scott Secord has been the President and CEO of Pointstreak Sports Technologies Inc. since 2008, where he has grown the company s revenue by more than 275%, of which a significant portion of the revenue growth was driven by the acquisition and expansion of 5050 Central Ltd. Prior to joining Pointstreak, Mr. Secord was the President and CEO of Cardinal Sports Group, a company actively focused on sports consulting and marketing. Blair McGibbon: Chief Financial Officer. Mr. Blair McGibbon has been the Chief Financial Officer of Poinstreak Technologies Inc. since Prior to joining Pointstreak, Mr. McGibbon was the VP Financial Operations for GuestLogix Inc., a public company and leading global provider of onboard score technology and merchandising for the airline industry. Mr. McGibbon is a CPA, CA with over 20 years of senior financial management experience. Richard Crowe: Director. Mr. Richard F. Crowe has been on the board of directors of AirBoss of America Corp., a TSX listed company, since 2005 and is currently the lead director. Previously, he worked in corporate finance for a large Canadian investment dealer, was a founding partner of J.R. Senecal Investment Counsel managing its Canadian equity corporate pension fund business and eventually becoming the President. Prior to founding Senecal Investment Counsel, Mr. Crowe worked for Manulife and Greenshields Incorporated. Patrick Burke: Director. Mr. Patrick Burke recently departed Scotiabank after 7 years where he served as the Head of Global Equity. Mr. Burke was also Co-Head of Global Investment Banking, M&A, and had oversight of the bank s collateral management business for its trading floor. While at Scotiabank Mr. Burke served on several executive committees including recruitment, technology, risk, energy and the firm s Latin American initiative. Prior to Scotiabank, Mr Burke spent 8 years at Merrill Lynch, starting as the Director and Head of the Toronto sales team. In 2003, Mr. Burke was promoted to Managing Director overseeing all cash sales and trading. In 2005 he was made global head of all Canadian product based out of Toronto. Previous to Merrill Lynch, Mr Burke spent 10 years at the Bank of Montreal in a senior capacity in both the equity and fixed income business units. Andy DeFrancesco: Director. Mr. DeFrancesco is the Founder, Chairman and Chief Executive Officer of the Delavaco Group, a private equity and merchant banking firm with offices in Ft. Lauderdale FL, Scottsdale AZ and Toronto ON. Mr. DeFrancesco s capital raising experience includes having funded or jointly funded in excess of $1.4 billion and he carries over 20 years of capital markets experience through various roles, including head equity trader at one of Canada s leading independent investment banks. Mr. DeFrancesco carries a breadth of corporate experience, having been an executive for numerous companies. Mr. DeFrancesco was the founder and former Chairman of Delavaco Energy Inc., a Canadian Oil and Gas company that sold to a subsidiary of Pacific Rubiales (PRE:TSX) for $102 million. He was also founder and former CEO of Dalradian Resources Inc., an Irish mineral exploration company (DNA:TSX). Mr. DeFrancesco was Co-Founder and former Chairman of P1 Energy, recently sold to Parex Energy (PXT.TSX) for $220 million. He was the founder and former Chairman and CEO of Colcan

4 - 4 - Energy, sold to Sintana Energy (SNN:TSX). Mr. DeFrancesco co-led the successful turnaround of American Apparel (APP:NYSE) and Jamba Juice (JMBA:NASDAQ). He was also a key investor and strategic advisor for the IPO to The One Group, which owns and manages STK Restaurants worldwide and Asellina Ristorante as well as Bagatelle in the United States (STK:NASDAQ). Currently, Mr. DeFrancesco acts as Chairman and CEO of Delavaco Residential Properties Corp. (TSXV: DVO.U; OTCQX: DELAF), a US residential real estate company. He is also a Partner of Kahala Corp which owns Cold Stone Creamery, Blimpie Subs, Taco Time, Samauri Sam s, Great Steak, NRGize, and America's Tacos. Kahala has approximately $900 million in system sales with over 2700 stores in 25 countries. In the last few months we have approached leading companies in their respective markets who share our vision for growth and passion for the industry. We have partnered with Canaccord Genuity and Clarus Securities who have demonstrated success in the gaming space throughout 2014 and will share these experiences with Le Reve Gaming, our proposed brand. Our vision of a sports intelligence and gaming consolidation is now closer to a reality commented Andy DeFrancesco. For more information, please contact David Schmidt, director, at (604) There can be no assurance that definitive agreements will be entered into with respect to the Transaction or that the acquisition of Gaming Nation, 5050, Fantasy Feud, Guru or Picknation and the sale of the Company s existing mining assets will be completed on the proposed terms or at all. Additional information with respect to the proposed Transaction, as required in Policy 5.2 of the TSXV, will be provided in subsequent news releases. Trading of the Company s shares will remain halted until completion of the Transaction or until satisfactory documentation is filed with the TSXV. Completion of the transactions described in this news release are subject to a number of conditions, including the approval of the TSX Venture Exchange, the requisite approval of the Company s shareholders, satisfactory completion of due diligence by Oceanside and other customary closing conditions. The transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transactions indicated above, any information released or received with respect to the proposed change of business transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Oceanside should be considered highly speculative. Forward-Looking Statements Certain statements contained in this announcement constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the Company s future outlook and anticipated events or results and, in some cases, can be identified by terminology such as may, will, should, expect, plan, anticipate, believe, intend, estimate, predict, target, potential, continue or other similar expressions concerning matters that are not historical facts. These statements are based on certain factors and assumptions including expected business prospects and opportunities. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

5 - 5 - The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this news release.