KELOWNA, BC – December 14, 2018 – ProSmart Enterprises Inc. (TSXV:PROS) (“ProSmart” or the “Company”) announces it has entered into a non‐binding letter of intent dated December 10, 2018 (the “LOI”) with a private acquirer (the “Buyer”), pursuant to which the Company has agreed to sell substantially all of its assets (the “Transaction”).
The Transaction would represent a “Reviewable Disposition” as defined in Policy 5.3 ‐ Acquisitions and Dispositions of Non‐Cash Assets of the TSX Venture Exchange (the “TSXV”). As such, completion of the Transaction is subject to approval by the TSXV and is also expected to be subject to approval by the Company’s shareholders. If shareholder approval is required, the Company intends to seek such approval at a special meeting of its shareholders.
Final financial and legal terms for the Transaction are still in the process of being determined and finalized and are subject to the completion of due diligence.
ProSmart and the Buyer have agreed to an exclusivity period and completion of the Transaction is subject to, among other things, execution of a definitive agreement, completion of due diligence, receipt of required approvals, Buyer concluding financing arrangements on terms and conditions satisfactory to Buyer, obtaining all material consents (including shareholder approvals) and necessary regulatory approvals (including the approval of the TSXV), no material adverse change, and no events that would adversely affect the Buyer’s ownership or operation of the companies and assets being purchased, or otherwise restrict the parties from completing the Transaction. In the event that the Company accepts a competing transaction pursuant to a customary fiduciary‐out, the Company is required to pay to the purchaser a one‐time termination payment upon closing of such competing transaction. There can be no guarantee that the Transaction will be completed as proposed or at all.
This is an initial press release. The Company intends to issue a further press release in respect of the Transaction once it has entered into a definitive agreement in respect of the Transaction and provide the information prescribed by applicable securities laws and the policies of the TSXV.
On behalf of ProSmart Enterprises Inc.
Co‐Founder & Chief Executive Officer
About ProSmart Enterprises Inc.
ProSmart Enterprises Inc. (TSX‐V:PROS) is the parent company of SportgoTM, a global online network connecting sports fans, teams and brands and is an emerging leader in sports content marketing through online tools and mobile apps. SportgoTM works with over 1,500 governing bodies in more than 100 countries and provides unprecedented access to the $1.3 trillion sports market1 through its proprietary Marketplace Engine. SportgoTM is also the first‐and‐only online network to provide educational content created exclusively by hall‐of‐fame and professional athletes, which has been a key driver in user growth.
1 Source: Plunkett Research. Ltd.
For more information on ProSmart and SportgoTM, please visit the following links:
ProSmart Enterprises Inc. ‐‐ http://prosmartinc.com
SportgoTM ‐‐ https://www.sportgo.com/
For further information please contact:
The shares of ProSmart Enterprises Inc. trade publicly on the TSX Venture Exchange under the symbol TSXV:PROS.
“Neither 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.”
Forward-looking Statements: Certain statements in this press release are “forward-looking statements” which reflect the Company’s current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “estimates”, “predicts” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including without limitation, those risks and uncertainties discussed elsewhere on the website at www.prosmartinc.com and in the Company’s filings on SEDAR. Investors should not place undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date hereof and is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.