Metallum Resources Inc.
TSX VENTURE : MRV

Metallum Resources Inc.

March 29, 2016 08:57 ET

Metallum and OneUp Sports Announce Resolution of Litigation

TORONTO, ONTARIO--(Marketwired - March 29, 2016) - Metallum Resources Inc. (TSX VENTURE:MRV) ("Metallum") and 2315257 Ontario Inc. ("OneUp Canada"), the holding company for its operating subsidiary One Up Games, LLC (together with OneUp Canada, "OneUp Sports"), are pleased to announce the settlement of litigation between them pertaining to the terms of an arrangement agreement (the "Arrangement Agreement") dated July 27, 2015 and amended October 19, 2015.

Under the terms of the settlement, OneUp Canada will pay or issue to Metallum consideration consisting of:

  1. Cash in the amount of CDN $570,000, to be paid in two tranches over a period not to exceed eighteen months as OneUp Canada closes current and future offerings of equity and/or debt securities;
  2. 1,562,500 class A common shares of OneUp Canada; and
  3. 800,000 warrants exercisable for a period of two (2) years into class A common shares of OneUp Canada, at an exercise price of USD $0.25 per share.

Robert Suttie, interim CEO of Metallum, commented: "We are happy that the litigation with OneUp Canada has been resolved on terms that we believe are fair and reasonable to all parties. We are looking forward to the opportunity of benefitting from OneUp Sports' growth."

Daren Trousdell, CEO of OneUp Sports, commented: "OneUp Sports is pleased to have reached a negotiated resolution of its litigation with Metallum. The contribution of Wade Dawe, one of Metallum's directors, has been instrumental to OneUp Canada's ability to raise financing in the past year, and putting the litigation to rest clears a path for continued cooperation between OneUp Sports and Metallum in the months and years ahead."

About Metallum

Metallum is incorporated under the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. Metallum has 70,945,009 common shares outstanding and approximately $6.2 million in cash, a 12% promissory note of $270,613 and no debt.

About OneUp Sports

OneUp Sports is an exciting digital sports media network for casual sports fans. Founded in 2010, OneUp Sports offers custom sports video and mobile solutions across thousands of premium digital publishers and industry partners including all major leagues plus a collection of the top global team, college and independent sports media properties. OneUp Sports was founded in 2010 and is based in New York, NY with locations in the United Kingdom and Toronto, Canada.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This press release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the consideration to be paid by OneUp Canada under the settlement and the future development of the business of OneUp Sports. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, OneUp Sports' ability to raise additional funds to continue the growth of its business. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Metallum 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 by law.

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