Opal Energy Corp.
CNSX : OPA

Opal Energy Corp.

November 25, 2015 08:00 ET

Opal Energy Corp. Plans to Acquire Versus LLC

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 25, 2015) - Opal Energy Corp. (CSE:OPA) (the "Company" or "Opal") announces that it has entered into a letter of intent (the "LOI") with Versus LLC ("Versus") to acquire all of the issued and outstanding securities of Versus (the "Transaction").

Versus, a Nevada corporation headquartered in Los Angeles, has developed state-of-the art video game and e-sports tournament software that allows video game publisher-developers to offer prize-based tournaments of their games. Upon completion of the Transaction, Versus CEO Matthew Pierce will become CEO of the new, merged company, with key Versus management elevated to positions within the new entity to further the development and operation of the business.

Utilizing proprietary intellectual property, Versus will seek to take advantage of the multi-billion dollar video game and e-sports markets. Versus has filed patents around pay-to-play tournaments that allow players to play video games for real money, sponsored consumer packaged goods, and downloadable content.

Under the LOI, the parties have agreed to negotiate in good faith and enter into a definitive agreement (the "Definitive Agreement") which upon execution will supersede the LOI.

In consideration for the Versus shares, on closing Opal will issue to the Versus shareholders cash, stock, and warrants with a value in excess of $5.6 million dollars. Prior to the closing of the Transaction, Opal may advance funds to Versus for further development of Versus' business.

The Transaction is subject to Opal completing an equity financing (the "Concurrent Financing") for gross proceeds of not less than CDN$3,000,000. Opal may pay finders' fees in connection with the Concurrent Financing. The net proceeds from the Concurrent Financing will be used to fund the US$1,500,000 payment due to the Versus shareholders, with the balance to be used for development of the business and general working capital.

Completion of the Transaction is subject to a number of other conditions, including but not limited to acceptance by the Canadian Securities Exchange (the "CSE"), completion of mutual due diligence and approval of the Opal and Versus shareholders. There can be no assurance that the Transaction will be completed as proposed or at all.

Further Information

Further details about the proposed transaction and the combined entity will be provided in a comprehensive press release if the parties enter into a Definitive Agreement. If completed, the Transaction will constitute a fundamental change pursuant to CSE policies.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of Opal that may be issued in connection with the Transaction, the ownership of Opal, the requirement to obtain shareholder approval and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. The terms described above are not binding unless and until a Definitive Agreement is signed. Opal assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Contact Information

  • Opal Energy Corp.
    Brandon Boddy
    Director
    (604) 639-4486