Stratton Capital Corp.
TSX VENTURE : SNK.P
NEX BOARD : SNK.P

April 02, 2015 18:12 ET

Stratton Capital Corp. Extends Terms of Letter of Intent for Qualifying Transaction With Pro Gaming League Inc.

TORONTO, ONTARIO--(Marketwired - April 2, 2015) - Stratton Capital Corp. (NEX:SNK.P) ("Stratton") announces that it has agreed to extend the time to enter into definitive agreement and complete due diligence investigation to May 31, 2015 pursuant to the previously announced letter of intent (the "LOI") entered into with with Pro Gaming League Inc ("PGL"), regarding PGL's proposed reverse take-over of Stratton. Under the original terms of the LOI, Stratton and PGL agreed to complete due diligence investigation and enter into a definitive agreement by March 31, 2015.

Stratton also announces that PGL entered into an engagement letter with Euro Pacific Canada Inc. ("EPC") under which EPC has been engaged as the exclusive agent to PGL to, on a commercially-reasonable best-efforts basis, raise up to $5 million in gross proceeds through the sale of equity securities of PGL on a private placement basis (the "Private Placement"). The terms and pricing of the Private Placement have not yet been determined. If successful, it is intended that the Private Placement will close concurrently with completion of the proposed reverse take-over. As compensation, EPC will receive a 7% cash commission and broker warrants exercisable into such number of PGL shares equal to 6% of the number of PGL shares sold pursuant to the Private Placement.

All information contained in this news release with respect to Stratton and PGL was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Stratton will issue additional press releases related to the final legal structure of the Transaction, financing terms, officers and directors of the resulting issuer, sponsorship and other material information as it becomes available.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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 news 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 terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; future developments; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. 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: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued development, marketing and sales. 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. Stratton and PGL disclaim 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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