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TSX VENTURE: OCC
VANCOUVER, April 30, 2015 /CNW/ - Oceanside Capital Corp. (the "Company" or "Oceanside") (TSX VENTURE: OCC) is pleased to announce that it has entered into a binding business combination agreement with Gaming Nation Acquisition Corp. ("Gaming Nation") in connection with its proposed Change of Business transaction (the "Transaction"), which was previously announced on January 19, 2015. The business combination will constitute a reverse takeover of Oceanside pursuant to the applicable policies of the TSX Venture Exchange.
Gaming Nation is an Ontario company which has entered into share purchase agreements pursuant to which it will acquire all of the outstanding shares of 5050 Central Ltd. and its subsidiary 5050 Central – Delaware Inc. (collectively, "5050") and all of the outstanding shares of Fantasy Feud Inc. ("Fantasy Feud"), respectively.
Pursuant to the business combination agreement, Gaming Nation will amalgamate with a newly incorporated, wholly-owned, subsidiary of Oceanside immediately following the completion of its acquisition of 5050 and Fantasy Feud (the "Amalgamation"). The securityholders of Gaming Nation immediately prior to the Amalgamation will receive securities of Oceanside in exchange for their Gaming Nation securities.
In addition, and as part of the Transaction, Oceanside has entered into share purchase agreements pursuant to which it will acquire all of the outstanding shares of Guru Fantasy Reports, Inc. ("Guru") and all of the outstanding shares of Stevo Design, Inc. ("Picknation"), respectively.
Following the completion of the Transaction (including the Amalgamation), Gaming Nation, 5050, Fantasy Feud, Guru and Picknation (collectively, the "Target Companies") will be direct or indirect subsidiaries of Oceanside. Oceanside is referred to herein, on a post-Transaction basis, as the "Resulting Issuer".
Financing for the proposed acquisitions of the Target Companies was secured pursuant to two separate private placement offerings completed by Gaming Nation (see "Financings" below).
A joint management information circular concerning the particulars of the Transaction is expected to be mailed to the shareholders of Oceanside and Gaming Nation shortly and, once mailed, will be filed on www.sedar.com under Oceanside's corporate profile. Certain parts of the Transaction are subject to the receipt of required approvals from the shareholders of Oceanside and Gaming Nation, respectively.
Finally, in connection with the above, Oceanside anticipates: (i) completing a 2-for-1 share consolidation of its share capital following the Plan of Arrangement, which will occur concurrently with a proposed 2-for-1 share consolidation of Gaming Nation's share capital, (ii) changing its name to "Gaming Nation Inc.", (iii) being listed on the TSX-V as a Tier 1 issuer under the new stock symbol "FAN", and (iv) continuing its corporate existence from British Columbia to Ontario.
For additional information regarding each of the Target Companies, including their respective businesses, and for biographic information concerning the proposed board of directors of the Resulting Issuer, please see the Company's January 19, 2015 press release filed on www.sedar.com com under Oceanside's corporate profile. In addition to the proposed board members previously disclosed, the Company also announces that John FitzGerald, current Chief Executive Officer of The Intertain Group Limited, will also join the board of the Resulting Issuer, subject to shareholder approval at Oceanside's annual and special meeting to approve the Transaction.
In connection with the Transaction, Oceanside also announces that Gaming Nation today closed a $32.9 million brokered offering of subscription receipts priced at $1.25 per subscription receipt ($2.50 on a post-consolidated basis). Each subscription receipt is convertible into one pre-consolidation common share of Gaming Nation conditional upon, but immediately in advance of, closing of the Transaction and certain other escrow release conditions as enumerated in the subscription receipt indenture governing the subscription receipts. Canaccord Genuity Corp. ("Canaccord") and Clarus Securities Inc. acted as agents and co-lead managers in respect of the offering (the "Agents") and Canaccord acted as sole bookrunner.
Also in connection with the Transaction, the funds from Gaming Nation's $20 million convertible debenture (the "HC2 Debenture") offering to HC2 Holdings 2, Inc. ("HC2"), a subsidiary of HC2 Holding, Inc. (NYSE MKT: HCHC) were released from escrow to Gaming Nation. The HC2 Debenture earns 6% interest in-kind and the principal and interest is convertible at the holder's option into Resulting Issuer shares at a conversion price of $1.125 ($2.25 on post-consolidation basis), following completion of the Transaction for a term of 2 years. In addition, the Resulting Issuer will, at closing of the Transaction, issue a warrant to HC2 exercisable to acquire approximately 28.1 million post-consolidation Resulting Issuer shares for a term of five years at a varying exercise price, commencing at $2.50 ($5.00 post-consolidation) per share for the first 2 years (the "HC2 Warrant").
The proceeds from the subscription receipt offering and the HC2 Debenture offering, minus aggregate commissions and fees payable to the Agents in connection with the offerings and applicable expenses of approximately $3.1 million, will be used by Gaming Nation and, following the Amalgamation, the Resulting Issuer, to complete the Transaction (including the acquisition of the Target Companies) and for working capital purposes. Pursuant to the Amalgamation, all Gaming Nation shares, including those issued upon conversion of the subscription receipts, will be exchanged for Resulting Issuer shares. In addition, upon completion of the Transaction, the HC2 Debenture will become an obligation of the Resulting Issuer pursuant to the terms of the Amalgamation, and be convertible into Resulting Issuer shares.
It is expected that, at the closing of the Transaction (and after giving effect to the share consolidations by each of Oceanside and Gaming Nation), the Resulting Issuer will have approximately 34.6 million shares outstanding. In addition, approximately 2.4 million shares will be issuable upon the exercise of outstanding options and warrants (excluding the HC2 Warrant), approximately 8.9 million shares will be issuable upon the conversion of the HC2 Debenture, and as indicated above, approximately 28.1 million shares will be issuable upon the exercise of the HC2 Warrant.
Plan of Arrangement
As previously disclosed, the Company has entered into an Arrangement Agreement pursuant to which it will, in advance of closing the business combination indicated above, and conditional on receiving final court approval, complete a corporate reorganization ("Plan of Arrangement") by which it will spin-off all of its existing mining business pursuant to the transfer of the shares of its subsidiary Boss Minerals Inc. to a newly formed subsidiary of the Company ("Spinco"). Immediately prior to the completion of the Transaction, the shares of Spinco will be distributed to the existing shareholders of the Company on a pro rata basis.
It is anticipated that Oceanside and Gaming Nation will each hold shareholder meetings on June 1, 2015 to seek shareholder approval for certain parts of the Transaction.
There can be no assurance that the Transaction, including the Amalgamation and the acquisition of the Target Companies, and the spin-out of the Company's existing mining assets pursuant to the Plan of Arrangement will be completed on the proposed terms or at all. Trading of the Company's shares will remain halted until completion of the Transaction or until satisfactory documentation is filed with the TSX-V.
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, 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 Joint Management Information Circular to be mailed in connection with the transactions indicated above, any information released or received with respect to the proposed reverse takeover transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Oceanside should be considered highly speculative.
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.
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.
SOURCE Oceanside Capital Corp.
For further information: on the matters indicated in this press release, please contact David Schmidt, director of Oceanside, at (604) 630-6889.