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New Wave Esports Corp. Enters into Non-Binding Letter of Intent with Activate Entertainment LLC for Proposed AcquisitionTORONTO, Jan. 28, 2020 /CNW/ - New Wave Esports Corp. ("New Wave Esports" or the "Company") (CSE: NWES) is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Activate Entertainment LLC ("Activate") and the principal owners of Activate to acquire a 100% interest in Activate (the "Transaction"). The Transaction is currently contemplated to proceed by way of the Company purchasing all of the issued and outstanding membership units in the capital of Activate for an aggregate purchase price of US$1,000,000. The final structure of the Transaction will be determined by New Wave Esports and Activate to accommodate tax considerations, accounting treatment, and applicable legal and regulatory requirements. The closing of the Transaction is subject to New Wave Esports and the owners of Activate negotiating and executing definitive documentation, the satisfactory completion of due diligence and the receipt of all other necessary consents and approvals, among other conditions that are typical for a transaction of this nature. If a definitive agreement is signed, the Transaction is expected to close no later than March 31, 2020. ABOUT ACTIVATE ENTERTAINMENT LLC Activate is a creative management and production services company that specializes in esports events and activations. With operations in Los Angeles, CA and Las Vegas, NV, Activate offers full 360 turnkey solutions for professional, high-quality livestreams. Their team of technical directors, producers, content managers and stage crew members have decades of experience in live television and online production. Leveraging the latest equipment on the market (ranging from remote controlled PTZ cameras to Tricaster video switching technology), Activate has the ability to elevate any livestream into a AAA broadcast. Many leisure and hospitality focused businesses are attempting to take advantage of the rapidly growing popularity of esports, and gaming generally. Activate currently works with a number of leading hotel chains such as Caesars Entertainment and Marriott to incorporate gaming programming, equipment and technology into their rooms for a premium guest experience. Using high-end PCs, consoles and peripherals, Activate helps such businesses take full advantage of the global esports phenomenon. Generally, in the past several years, Activate has had consistent top-line revenue streams and profitability has been consistent with margins of approximately 25%. The Company expects the Transaction to create increased revenues and cash flow for Activate, benefitting from a partnership with esports and gaming industry companies to produce unique content programming out of the Blackfire Studio and DTLV locations. In addition to the foregoing, Activate will provide new opportunities to the New Wave Esports portfolio by leveraging their proficiencies in:
Cross collaboration opportunities between New Wave Esports and Activate include (without limitation):
HIGHLIGHTS
CURRENT PARTNERSHIPS
PROPOSED TRANSACTION The LOI further contemplates, among other things, the following in connection with the Transaction:
It is expected that the above mentioned management team will enter into new employment agreements with Activate upon the completion of the Transaction. The LOI includes a typical exclusivity provision in favour of the Company that expires on February 28, 2020 (the "Exclusivity Period"). The LOI will terminate if either of New Wave Esports or the principal owners of Activate notifies the other that it has elected not to proceed with the Transaction or the Exclusivity Period ends prior to the execution of a definitive agreement. New Wave Esports and Activate will provide further details in respect of the Transaction, including a summary of final agreed-upon material terms and conditions, once a definitive agreement has been fully negotiated and entered into by the parties. There can be no assurance that the definitive documentation will be successfully negotiated and signed or that the Transaction will be completed as proposed or at all. ABOUT NEW WAVE ESPORTS CORP. New Wave Esports Corp. (CSE: NWES) is an esports and competitive gaming company that provides capital and support services to esports organizations, teams, leagues, events, platforms, tools, and technology innovators. New Wave Esports has leadership teams located in Toronto, Ontario and Los Angeles, California. For more company information and contact details, visit http://newwaveesports.com. HIGHLIGHTS OF THE NEW WAVE ESPORTS PORTFOLIO:
CAUTIONARY NOTES All information contained in this press release with respect to Activate, its business and operations was supplied by Activate for inclusion herein. New Wave Esports has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release. FORWARD-LOOKING INFORMATION DISCLAIMER Certain statements contained in this news release may constitute forward-looking information, including but not limited to statements regarding the growth plans and strategy of New Wave Esports' investees. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company's actual results could differ materially from those anticipated in this forward-looking information as a result of competitive factors and competition for investment opportunities, general business execution risks faced by each investee, risks related to operating in a rapidly developing industry, changes to the Company's strategic growth plans, and other factors, many of which are beyond the control of the Company. The Company believes that the forward-looking information herein is reasonable based on current expectations of management, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this news release represents the Company's expectations as of the date hereof, and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation. Any information in this press release regarding the Company's portfolio investees and their respective plans were obtained directly from such investees. Although the Company believes these sources to be reliable, the accuracy and completeness of such information are not guaranteed and have not been independently verified. SOURCE NEW WAVE ESPORTS CORP. 
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