Versus Systems Inc., formerly Opal Energy Corp.

June 30, 2016 19:23 ET

Versus Systems Inc. Closes Financing and Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 30, 2016) - Versus Systems Inc., formerly Opal Energy Corp. (CSE:OPA) (the "Company") is pleased to announce the completion of its previously announced "fundamental change" transaction (the "Transaction") with Versus, LLC, as previously described in its news releases dated May, 27, 2016, March 18, 2016 and November 25, 2015. The Company's common shares will commence trading on the Canadian Securities Exchange (the "Exchange"), under a new symbol once the Exchange's conditions for final listing are satisfied and the Exchange issues its final exchange bulletin. The Company intends to disseminate a final news release when the final exchange bulletin is issued, announcing the anticipated date of commencement of trading and the new trading symbol.


On June 30, 2016 (the "Closing Date"), the Company completed an acquisition pursuant to an acquisition agreement made effective as of March 16, 2016 (the "Acquisition Agreement") among the Company, Versus, LLC ("Versus"), Opal Energy (Holdco) Corp. ("NewCo") (a direct, wholly-owned subsidiary of the Company, incorporated under the laws of Nevada on March 14, 2016) and the members of Versus (the "Selling Members"), whereby NewCo acquired 100% of the membership units of Versus (the "Versus Units"), pro rata, from the Selling Members. The Company made an initial payment of USD$1,500,000 to the Selling Members and immediately thereafter, all of the Selling Members contributed and exchanged each issued and outstanding Versus Unit held by such members for one (1) fully paid and non-assessable common share of NewCo (the "NewCo Shares") and each Versus Unit and the certificates representing such Versus Unit were cancelled and replaced with NewCo Shares and certificates in respect of the same issued in the name of NewCo. Versus then became a wholly-owned subsidiary of NewCo.

Immediately after the aforementioned contribution and share exchange, the Company acquired voting control of the NewCo Shares, and the Selling Members (or their designees) were granted the right to exchange the NewCo Shares (issued pursuant to the exchange of Versus Units mentioned above) for such number of fully paid and non-assessable common shares of the Company (the "Company Shares") equal to a total value of USD$2,500,000 (the "Payment Shares") and common share purchase warrants equal to a total value of USD$1,250,000 (the "Warrants") at a deemed price of CAD$0.20 per Company Share. Each whole Warrant will be exercisable into one Company Share at an exercise price of CAD$0.20 per Company Share for a period of 36 months from the Closing Date, with a forced conversion if the Company Shares trade on the Exchange at a price greater than CAD$0.60 for more than 30 days.

Each NewCo Share and any certificates representing such NewCo Shares that are exchanged for Payment Shares and Warrants will be cancelled upon the completion of such exchange and NewCo will be a wholly-owned subsidiary of the Company, and Versus will be a wholly-owned subsidiary of NewCo.

After the exchange of all NewCo Shares for Payment Shares and Warrants, the Company will have issued 24,187,500 Company Shares to the Selling Members (on a fully-diluted basis).

Name Change

In connection with the Transaction, the Company changed its name from "Opal Energy Corp." to "Versus Systems Inc.". The Company's new CUSIP is 92535P105 and its new ISIN is CA92535P1053.

Private Placement

Immediately prior to the closing of the Transaction, the Company completed a non-brokered private placement (the "Private Placement") of 20,160,000 units at a price of $0.25 per unit for gross proceeds of $5,040,000. Each unit consisted of one Company Share and one-half of one transferable Company Share purchase warrant, with each whole warrant entitled the holder to purchase, for a period of 24 months from the date of issue, one additional Company Share at an exercise price of $0.40 per Company Share, provided that if the closing price of the Company Shares on any stock exchange or quotation system on which the shares are then listed or quoted is equal to or greater than $0.65 for a period of 30 consecutive trading days, the Company will have the right to accelerate the expiry of the warrants by giving notice to the holders of the warrants that the warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 30 days from the date notice is given.

New Board and Management

Effective on the closing of the Transaction, Wayne Tisdale, David Hughes, Brandon Boddy, Michael Curtis and Gerald Tuskey resigned as directors of the Company and were replaced by Matthew Pierce, Keyvan Peymani, Brian Tingle, Michelle Gahagan and Paul Vlasic. Additionally, Wayne Tisdale resigned as Chief Executive Officer and David Hughes resigned as Chief Financial Officer and were replaced by Matthew Pierce as Chief Executive Officer and Craig Finster as Chief Financial Officer.

About Versus

Versus, a Nevada limited liability company with offices in Los Angeles, is developing state-of-the art technology that allows video game publishers and developers to offer real-money and prize-based matches and tournaments featuring their games.

Reader Advisory

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

The Canadian Securities Exchange has not reviewed, nor approved the contents of this news release.

Investors are cautioned that, except as disclosed in a listing statement 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.

Certain statements in this release are forward-looking statements, which include regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of the Company. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. In particular, this news release contains forward-looking information relating to the satisfaction of the issuance of the final exchange bulletin in respect of the Transaction and the resumption of trading of the Company's common shares. The final exchange bulletin will not be issued if the Exchange determines that the Company has not met the Exchange's final conditions.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

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