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

October 07, 2016 11:50 ET

Stratton Capital Corp. Provides Update on Qualifying Transaction With Pro Gaming League

TORONTO, ONTARIO--(Marketwired - Oct. 7, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Stratton Capital Corp. ("Stratton") (NEX:SNK.H) is pleased to provide an update with respect to the securities purchase agreement dated May 16, 2016 (the "Securities Purchase Agreement") with Pro Gaming League Inc., a corporation existing under the laws of Ontario ("PGL"), pursuant to which Stratton will acquire all of the securities of PGL to complete Stratton's qualifying transaction (the "Transaction") in accordance with the policies of the TSX Venture Exchange Inc. (the "TSXV").

As a result of the Transaction, PGL will become a wholly-owned subsidiary of Stratton. Upon completion of the Transaction, it is intended that Stratton will be known as "Millennial ESports Corp." (the "Resulting Issuer"). Stratton has received conditional approval from the TSXV with respect to the Transaction. Stratton anticipates closing the Transaction on or about October 18, 2016.

Trading in the common shares of Stratton will remain halted until the Transaction is completed and approved by the TSXV.

About PGL

PGL operates ProGamingLeague.com, an eSports platform and online community, which provides gamers with a variety of online competitions, leagues and ladders giving them an opportunity to win prizes and garner recognition within the global eSports community. PGL's production division delivers turnkey tournament and event planning, coordination and logistics. Finally, PGL owns and operates some of the leading mobile apps related to eSports (LoL Champions). PGL was launched in 2013 with the ultimate goal to unite the most popular eSports communities on a single entertainment platform and is quickly becoming a favoured online destination for eSports enthusiasts from around the globe. In addition, PGL provides turnkey solutions in an effort to give game publishers, consumer brands and other partners exposure and influence on a targeted audience, thereby enabling them to generate new revenue streams by leveraging this unique and highly sought after global demographic.

PGL operates out of Toronto, Ontario and is in the early stage of developing an eSports studio/arena in Las Vegas, Nevada that will serve as a revenue driver and marketing strategy.

PGL has two subsidiaries: PGL Consulting Services Inc., which was incorporated under the OBCA on August 29, 2012 and Pro Gaming League Nevada Inc., which was incorporated under the laws of the State of Nevada on June 24, 2016. There is currently no public market for the securities of PGL.

Summary of Financial Information for PGL

The following table sets forth selected historical financial information for PGL for the financial year ended August 31, 2015 and the nine months ended May 31, 2016. The financial information has been prepared in accordance with International Financial Reporting Standards.

Nine months ended May 31, 2016
(unaudited, US$)
Year ended August 31, 2015
(audited, US$)
Total revenues 35,987 21,989
Net income (loss) 646,788 1,123,285
Total assets 330,047 380,488
Total long term financial liabilities NIL NIL
Cash dividends declared NIL NIL

About the Transaction

Pre-Closing Capitalization of Stratton

As of the date hereof, Stratton has 7,256,176 common shares ("Common Shares") issued and outstanding and options to acquire an aggregate of 715,793 additional Common Shares at an exercise price of C$0.10 per Common Share.

Pre-Closing Capitalization of PGL

As of the date hereof, 21,675,000 common shares of PGL ("PGL Shares") are issued and outstanding. In addition, there are 5,375,000 PGL common share purchase warrants (the "PGL 2014 Warrants"). PGL has also issued $2,053,191.20 in principal of convertible debt ("PGL Convertible Debentures") which will be automatically converted into PGL Shares immediately prior to the completion of the Transaction at a conversion price of $0.10 per PGL Share. Additionally, for each dollar of PGL Convertible Debentures converted, the holder shall receive two common share purchase warrants of PGL, with each warrant exercisable into a PGL Share at an exercise price of C$0.05 for a period of three years (the "PGL Debenture Warrants").

Offering

Prior to the Completion of the Transaction, PGL intends to complete a private placement at a price of C$0.10 per PGL Share (the "Offering") of a minimum of 36,000,000 PGL Shares for aggregate gross proceeds of C$3,600,000 (the "Minimum Offering") and a maximum of 42,000,000 PGL Shares for aggregate gross proceeds of C$4,200,000 (the "Maximum Offering").

Consolidation and Name Change

Immediately prior to the completion of the Transaction, Stratton will implement the consolidation of all of the issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for every four (4) pre-consolidation Common Shares, by amending the articles of Stratton ("Consolidation"). In addition, immediately prior to the completion of the Transaction, Stratton will change its name to "Millennial ESports Corp." (the "Name Change"). The Consolidation and the Name Change were approved by the special resolution of the Stratton shareholders at the annual and special meeting of the Stratton shareholders held on June 15, 2015.

Securities Transactions

The Transaction will involve the acquisition by Stratton of the PGL Shares in exchange for post-Consolidation Common Shares on a one-for-one (1:1) basis at a deemed price of $0.10 per post-Consolidation Common Share. In addition, every two (2) PGL 2014 Warrants will be exchanged for one (1) post-Consolidation Common Share. The PGL Debenture Warrants will be converted into common share purchase warrants of Stratton on a one for-one (1:1) basis, with each warrant bearing the right to acquire one Common Share at $0.05 per Common Share for a period of three (3) years from the completion of the Transaction ("Company Warrants").

Thus, an aggregate of 80,844,415 post-Consolidation Common Shares (assuming the Minimum Offering) and 4,106,382 post-Consolidation Company Warrants will be issued in exchange for the PGL Shares and the PGL Debenture Warrants.

The deemed issue price per Common Share pursuant to the Transaction is C$0.10 per share on a post-Consolidation basis.

Estimated Available Funds and Proposed Principal Uses Thereof

The funds to be available to the Resulting Issuer upon the closing of the Transaction, expected to be approximately C$3,615,000, are anticipated to be used, principally, as follows:

Item Approximate Amount (C$)
Studio/Arena & Content Production 1,000,000
Digital Advertising & Content Broadcasting 600,000
Sponsorship & Tournaments 515,000
General, Administrative & Operations 1,350,000
Unallocated Working Capital 150,000
Total 3,615,000

The Resulting Issuer intends to spend the available funds as discussed above, there may be circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Mackie Research Capital Corporation, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Arm's Length Transaction

The Transaction is not a non-arm's length transaction in accordance with the policies of the TSXV and is not subject to Stratton shareholder approval.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, the current directors and officers of Stratton will resign and it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer:

Chad Larsson, 27 - President and Director

Chad Larsson has always had a passion for video games and started playing games when he was old enough to hold a controller. Over the years Mr. Larsson's passion went from playing games with his friends and participating in local tournaments to landing him a job at Virgin Gaming. As a significant contributor in Virgin Gaming's start up, Mr. Larsson was involved in several areas within the company. He had influence on the ideation process around user experience and team play functions, tournament promotions and programs, customer service related issues and testing. After two and a half years at Virgin Gaming, Mr. Larsson left to develop an eSports gaming experience that was built for "Gamers by Gamers". Using his industry and gaming experience, Mr. Larsson identified a strategic opportunity for a new global eSports league to compete against the duopoly of Major League Gaming (MLG) and Virgin Gaming (now WorldGaming).

Alex A. Igelman, L.L.B., 49 - Chief Executive Officer

Mr. Igelman is a gaming lawyer (LL.B, Osgoode Hall Law School, 1989) and consultant with over 24 years' experience in the online gaming industry. Mr. Igelman is the founder of Gaming Research Partners and has provided strategic assistance to numerous public and private companies over the past twenty years. Mr. Igelman is a member of the Gaming Law Masters, The Law Society of Upper Canada, and on the editorial board of the Gaming Law and Economics Review.

Adam Morrison, 31 - Chief Technology Officer

Mr. Morrison is a passionate developer and software engineer (B. Eng (Hons) - Systems and Computing, University of Guelph, 2011) who has deep experience in each phase of the product development cycle. His experience comes from growing several businesses from inception to maturity as a part of his involvement in the Communitech incubator program in Waterloo. His experience base includes web application design, mobile application design, database management and UX in both a developer and managing role. He is also a passionate Gamer which places him in a unique position to build technology that will be embraced by Gamers.

Robert Suttie, 47 - Chief Financial Officer and Corporate Secretary

Robert possesses more than 20 years of experience in public company accounting. Robert specializes in management advisory services, accounting and the financial disclosure needs for various groups of public companies. He is regularly involved in initial public offerings, business combinations and asset carve-outs and spin-out transactions. In addition, Robert also serves as Chief Financial Officer to a number of junior mining companies listed on the TSX and TSX Venture exchanges, leveraging his skills and experience to become integral to such reporting issuers.

The Honorable Ronald R. Spoehel, 55 - Director

Mr. Spoehel has a long and varied career in the private and public sector, including serving as Chief Financial Officer of NASA; Executive Vice President, Chief Financial Officer and Director of ICx Technologies; Executive Vice President, Chief Financial Officer and Director of ManTech International Corporation; Chairman and founder of Alpine Partners; and Chief Executive Officer and Director of Optinel Systems. Previously, he was an executive officer of both Harris Corporation and ICF Kaiser International. Mr. Spoehel began his professional career in investment banking with Lehman Brothers and Bank of America.

Mr. Spoehel is an honors graduate of the University of Pennsylvania, where he received his Bachelor of Science degree in economics and MBA from the Wharton School and his Master of Science degree in engineering from the Moore School of Electrical Engineering. He has served on the U.S. Chief Financial Officers Council, the U.S. Air Force Audit Committee, the Board of Directors of the Professional Services Council, and the Advisory Council for the Wharton and Engineering Schools at the University of Pennsylvania. Mr. Spoehel also serves and has served on the Boards of private companies both in the U.S. and in Europe.

Seth Schorr, 39 - Director

Seth Schorr is Chief Executive Officer of Fifth Street Gaming and also serves as Chairman of Downtown Grand Hotel & Casino. Downtown Grand and the adjacent Downtown 3rd district are the embodiments of Schorr's vision to create a downtown Las Vegas hospitality experience delivering a superior guest experience and genuine sense of community. Since early 2015 Schorr has directed his organization to take a leadership position in the evolving gambling space becoming a pathfinder in integrating eSports in the casino experience. Currently Schorr's casino is the only casino in the world to actively have eSports as a part of its regular promotional program. Schorr also sits on the Board of Directors of GameCo; a company that is manufacturing the world's first video game slot machine.

Since beginning his career in gaming and hospitality in 1991, Schorr served as an integral member of the Wynn Resorts team, developing the international marketing department in Macau, the interactive gaming division and The Wynn Collection of Fine Art. Schorr also worked in numerous capacities at Bellagio Resort and Casino, The Mirage Hotel and Casino, Treasure Island Hotel and Casino and the Golden Nugget Laughlin.

Schorr and his partner, Jeffrey Fine, own and operate Fifth Street Gaming and its affiliate, Lucky Silver Management, which owns and operates three casinos in North Las Vegas. The principals of Fifth Street Gaming also control, through affiliates, the LEV Restaurant Group, a food and beverage operation that owns and operates more than 35 restaurants in the Las Vegas area. The LEV Restaurant Group is the local area developer of The Coffee Bean & Tea Leaf and Jamba Juice and has a number of internally developed concepts including I Love Burgers, Lobster ME and Daily Kitchen & Wellness Bar.

Schorr is a graduate of the University of Pennsylvania with a major in Chinese Studies. He has received numerous awards and accolades including being recognized by VEGAS Inc. as a member of the elite "40 Under 40," as well as "The Vegas Dozen."

With all of his professional accomplishments, Schorr remains active in the community by being part of numerous boards including those for The Las Vegas Natural History Museum, Nevada Restaurant Association, Jewish Federation of Las Vegas, the Advisory Board of The Smith Center for Performing Arts, One Night for One Drop and recently was appointed by Governor Sandoval to serve on the Nevada State Board of Museums and History. He is also an executive board member and Treasurer of the Downtown Las Vegas Alliance and a member of Young Presidents Organization (YPO).

David Fawcett, CFA, 47 - Director

Mr. Fawcett is the founder of Epic Capital Management and has 21 years of experience in Canadian capital markets, including 15 years managing money. Prior to founding Epic, Mr. Fawcett was with Deutsche Bank Securities Inc. as a nationally-ranked Brendan Woods research analyst (1998-2000). Mr. Fawcett graduated from Wilfrid Laurier University with a Master of Arts Degree in Business.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Stratton will file a filing statement on SEDAR (www.sedar.com), which will contain details regarding the Transaction, the Offering, Stratton, PGL and the Resulting Issuer.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

The information contained or referred to in this press release relating to PGL has been furnished by PGL. Although Stratton has no knowledge that would indicate that any statement contained herein concerning PGL is untrue or incomplete, neither Stratton nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to TSXV Requirements, 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 TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Notice regarding forward-looking statements:

This release includes forward-looking statements regarding Stratton, PGL, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction are intended to be completed, the use of the net proceeds from the Offering, the ability to obtain regulatory and shareholder approvals, the proposed business plan of PGL and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the PGL industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Stratton and PGL have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Stratton and PGL undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Stratton is a capital pool company governed by the policies of the TSXV. The principal business of Stratton is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

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