Gaming

- Shares expected to commence trading on the TSX Venture Exchange on July 14, 2021 -

 OverActive Media Corp. (formerly Abigail Capital Corporation) (" OverActive ") (TSXV: OAM) is pleased to announce that it has completed its previously announced qualifying transaction (the " Transaction ). At the same time, OverActive also completed the conversion of approximately $23 million worth of previously issued subscription receipts, issued in connection with the previously announced brokered private placement led by TD Securities Inc., into OverActive common shares.

"This is a bold step for our entire organization, our investors and our ownership group," said Chris Overholt , President and CEO of OverActive Media. "Together we are building a world-leading, 21 st century sports, media and entertainment company for today's generation of fans. Taking our company public will further enable us to deliver on our vision and fuel our efforts to redefine the industry. We are very proud of the tremendous progress we have made so far. But I assure you, we are just getting started."

The Transaction

The Transaction was completed by way of a three-cornered amalgamation pursuant to which the former OverActive Media Corp (" Old OverActive ") amalgamated with a wholly-owned subsidiary of Abigail Capital Corp. (" Abigail ") to form OverActive Media Holdings Corp. (" OverActive Holdings "). As part of the Transaction, Abigail changed its name to OverActive Media Corp. and will now carry on the business of Old OverActive via OverActive Holdings.

OverActive has received conditional approval for the Transaction from the TSX Venture Exchange (the " TSXV ") and OverActive's shares are expected to start trading on the TSXV on July 14, 2021 under the symbol "OAM".

Prior to the completion of the Transaction, Abigail consolidated of all of its outstanding common shares (the " Abigail Shares ") on a nine to one basis (the " Consolidation "), resulting in an aggregate of 1,333,333 post-Consolidation Abigail Shares outstanding immediately prior to completion of the Transaction.

Pursuant to the Transaction, the holders of common shares in the capital of Old OverActive (the " Old OverActive Shares ") received one post-Consolidation Abigail Share (each, a " OverActive Share ") in exchange for each Old OverActive Share held. After giving effect to the Consolidation and the Brokered Offering (as defined below), the shareholders of Abigail hold 1,333,333 OverActive Shares and the shareholders of Old OverActive hold 78,902,947 OverActive Shares. The shareholders of Old OverActive immediately prior to completion of the Transaction included shareholders who received OverActive Shares pursuant to the Offerings (as defined below).

In addition to the foregoing, the holders of Abigail options and warrants prior to the completion of the Transaction will be entitled to acquire up to an additional 166,667 OverActive Shares, the holders of OverActive options prior to the completion of the Transaction will receive options to acquire up to an additional 6,516,000 OverActive Shares and the Agents (as defined below) received warrants to acquire up to an additional 614,235 OverActive Shares for a period of 24 months from the completion of the Transaction at a price of $2.25 per share.

Concurrent Financing

As part of the Transaction, OverActive completed two private placements pursuant to which it raised aggregate gross proceeds of approximately $40 million from the sale of subscription receipts (the " Subscription Receipts ") and Old OverActive Shares at a price of $2.25 per Subscription Receipt or Old OverActive Share (the " Offerings ").

The brokered private placement consisted of the issuance of a total of 10,237,255 Subscription Receipts for total proceeds of approximately $23 million (the " Brokered Offering "). TD Securities Inc. acted as lead agent on the Brokered Offering along with a syndicate of agents (together the " Agents ") including Cormark Securities Inc., Echelon Wealth Partners Inc. and Eight Capital. As part of the Transaction, immediately prior to closing, each Subscription Receipt was automatically converted into one Old OverActive Share and then immediately exchanged for one OverActive Share, in each case without any further consideration or action by the holder thereof. The escrowed proceeds from the Brokered Offereing, net of the outstanding cash commission and expenses payable to the Agents, has been released to OverActive.

In addition, OverActive completed a non-brokered private placement of 7,492,598 OverActive Shares to current shareholders, friends and family for total proceeds of approximately $17 million .

It is expected that the proceeds of the Offerings will be used primarily for organic and acquisition-based growth initiatives and used for working capital and general corporate purposes.

Directors and Officers of OverActive

Upon completion of the Transaction, the incumbent directors and officers of Abigail tendered their resignations and the size of Abigail's board of directors was increased to four. Sheldon Pollack , Michael Kimel , Jeffrey Kimel and Christina Bianco were appointed as directors to fill the four vacancies on the board and Robin Brudner , Rizwan Jamal and Jamie Firsten are expected to be elected as directors of OverActive at a special meeting of shareholders that has been called for July 26, 2021 .

Management of OverActive consists of Chris Overholt (President & Chief Executive Officer), Adam Adamou (Chief Strategy Officer), Alyson Walker (Chief Commercial Officer), Rikesh Shah (Interim Chief Financial Officer), Tyler Keenan (Vice President, Global Partnerships) and Jorge Schnura (Vice President, Strategy and General Manager ( Europe ).

Consolidated Capitalization

The following table sets forth the share capital of the OverActive, on a consolidated basis, after giving effect to the Transaction:


Number of OverActive Shares

Held by former Abigail shareholders

1,333,333

Issued to holders of the Subscription Receipts

10,237,255

Issued to Old OverActive shareholders (other than holders of
Subscription Receipts)

68,665,692

Total non-diluted OverActive Shares

80,236,280

Issuable on exercise of Old OverActive broker warrants

614,235

Issuable on exercise of Abigail broker warrants

55,556

Reserved for issuance upon exercise of Old OverActive and
Abigail options

6,627,111

Total fully-diluted OverActive Shares

87,533,182

Of the 80,236,280 issued and outstanding OverActive Shares, 26,753,599 OverActive Shares held by former Old OverActive Shareholders and are held in escrow pursuant to a TSXV – Tier 1 Value Escrow Agreement. In addition, 377,777 OverActive Shares held by former Abigail Shareholders and are held in escrow pursuant to a TSXV – CPC Escrow Agreement, as further described in Abigail's management information circular dated February 25, 2021 .

Early Warning Disclosure Pursuant to National Instrument 62-102

Upon the completion of the Transaction, Westdale Construction Co. Limited (" Westdale ") acquired 13,248,071 OverActive Shares, representing approximately 16.5% of the issued and outstanding OverActive Shares. Prior to completion of the Transaction, Westdale did not own any Abigail Shares. Westdale intends to evaluate its investment in OverActive on an ongoing basis and may increase or decrease its ownership of OverActive securities from time to time, as it may determine appropriate for investment purposes.

To obtain a copy of the early warning report to be filed in connection with the holdings of Westdale, please visit the OverActive's SEDAR Profile at www.sedar.com or contact Rikesh Shah at the phone number or email noted below.

About OverActive

OverActive is headquartered in Toronto, Ontario , with operations in Madrid, Spain and Berlin, Germany . OverActive's mandate is to build an integrated global company delivering sports, media and entertainment products for today's generation of fans with a focus on esports, videogames, content creation and distribution, culture, and live and online events. OverActive owns team franchises in (i) the Overwatch League, operating as the Toronto Defiant, (ii) the Call of Duty League, operating as the Toronto Ultra, (iii) the League of Legends European Championship ("LEC"), operating as the MAD Lions, (iv) the Liga de Videojuegos Profesional League of Legends Superliga, operating as the MAD Lions Madrid, and (v) in the Counter Strike: Global Offensive, operating as the MAD Lions in Flashpoint, a franchised league operated by B Site Inc. (a company in which OverActive holds a minority interest), as well as other non-affiliated CS:GO tournaments and leagues. OverActive also operates both live and online events, operating as OAM Live and maintains an active social media presence with its fans and community members, operates fan clubs, and other fan related activities that increase the reach of its brands.

Additional Information

For additional information concerning OverActive, the Transaction and the Offering, please refer to Abigail's press releases dated March 3, 2021 , March 16, 2021 , March 19, 2021 and April 12, 2021 , April 19, 2021 and July 5, 2021 which are available under OverActive's SEDAR profile at www.sedar.com and the filing statement which has been filed under OverActive's SEDAR profile at www.sedar.com .

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of OverActive with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (a) the listing and trading of the OverActive Shares on the TSXV, (b) expectations for other economic, business, and/or competitive factors; and (c) the use of proceeds of the Offering.

Investors are cautioned that forward-looking statements are not based on historical facts but instead OverActive management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OverActive believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Transaction and other risk factors set out in the filing statement. These forward-looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions, including COVID-19.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Investors are cautioned that, except as disclosed in the filing 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. Trading in the securities of OverActive should be considered highly speculative.

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

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Abigail Capital Corporation

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X1 Esports Closes Acquisition of Assets of Rocket League Community, ShiftRLE

X1 Esports Closes Acquisition of Assets of Rocket League Community, ShiftRLE

  • The transaction is anticipated to strengthen X1's position in video game media, adding Shift's 30,000+ social media followers at twitter.com/ShiftRLE
  • Rocket League globally averages over 80M players per month 1
  • The acquisition is X1's second closed post IPO acquisition after the announcement of the closing of the Tyrus LLC acquisition on August 5 th 2022.

X1 Esports and Entertainment Ltd. (CSE:XONE) ("X1" or the "Company"), a video games and media portfolio company which owns and operates a growing Esports franchise and a leading creator economy business is pleased to announce, further to its news release dated July 25, 2022, it has closed its previously announced acquisition of the assets comprising of ShiftRLE ("Shift"), an online news outlet focused on the popular video game, Rocket League.

In connection with the acquisition of the assets comprising of the business of Shift, the Company has entered into consulting agreements with four vendors, who as key personnel will be responsible for the continued operation of Shift, and distributed to such persons 333,333 common shares in the capital of X1 with a deemed issue price of CAD$0.45 per common share (the "Consideration Shares"). In addition to the Consideration Shares, the Company is paying a cash purchase price to the vendors of US$50,000 cash, of which US$25,000 was paid in connection with the closing of the acquisition and US$25,000 payable within 45 days after the closing date. The vendors will also be eligible to receive earn-out payments for 36 months from the closing date as payment of a 7% share of gross revenues Shift earns to a maximum of US$250,000 (the "Earnout"). The Earnout may be paid in cash or common shares at the election of the Company, at a deemed price equal to the fourteen day trading price prior to the payment date or such other price as may be required by the policies of the Exchange .

The Consideration Shares will be subject to subject to a CSE imposed hold period of four months from the date of issuance, and a contractual resale restriction that will result in 25% of the Consideration Shares being released six (6) months following the closing date, and 25% being released at six (6) month intervals thereafter. For further information related to the acquisition terms, please the Company's news release dated July 25, 2022.

" We are thrilled to have closed on the Shift acquisition," said Mark Elfenbein, CEO of X1. " Not only has the Shift community grown considerably over the past year, but we believe that Rocket League has tremendous global appeal with fans looking for the content that Shift can offer."

Information Related to ShiftRLE

Las Vegas-based ShiftRLE, led by co-founders Achilleas Fotiou and Jalen Jones, has demonstrated consistent user audience growth since launching in 2020. Shift currently reaches over 8 million impressions during the seasonal period of RLCS, while seeing growth of 14 million impressions during transfer periods where the roster news cycle is most active. With operations in America and Europe, the organization has established an international presence in the Esports industry.

" As Rocket League continues its climb to becoming a household name in the esports and gaming worlds, our team at Shift will remain committed to being a part of it in multiple facets. X1's investment should not only reflect their belief in us, but the potential that Rocket League has as a whole. We're extremely excited to continue building Shift and to fully realize our aspirations of becoming that multimedia company that will stick around for years to come".

Rocket League is one of the world's leading esports 2 . With 5-minute games that feature non-stop action, the car-soccer hybrid game has seen significant growth with players across demographics since its launch, now seeing global averages of 80M players per month, according to Active Player 3 .

Shift is an independent news source for Rocket League fans. It first rose to prominence by getting exclusive, behind-the-scenes information on Rocket League roster moves and tryouts before they were public knowledge. Shift plays a key role in ensuring the conversation around Rocket League esports continues beyond the pitch through coverage and insight regarding roster transactions and general esport news, ensuring fans stay engaged even during slower competitive periods.

About X1

X1 Esports and Entertainment is a video game and media portfolio company which owns and operates a growing esports franchise, RixGG. The business of the Company is the competitive playing of video games by teams for cash prizes, and operations ancillary to such competition, such as merchandising and the hosting of tournaments.

For more information, please contact:

Mark Elfenbein

CEO and Director

info@X1Esports.com
www.X1Esports.com

FORWARD LOOKING STATEMENTS:

Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking information in this news release includes the the ability of ShiftRLE to integrate into the X1 portfolio as anticipated or at all, the growth of ShiftRLE and the establishment of ShiftRLE as a multimedia company with longevity in the space, and the achievement of any revenue by ShiftRLE. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations, as well as a failure to achieve the growth anticipated, together with or apart from Shift,, changing market and industry conditions, the ability of each of X1 and ShiftRLE to implement their respective business strategies, including expansion plans,, the continued relevance of ShiftRLE's media capabilities, competitive conditions, adverse industry events, availability of capital and financing as needed, and the continued relevance of Rocket League. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company disclaims any intention or obligation to update or revise such information, except as required by applicable law.

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Stern Pinball, Inc ., Everyone's favorite monster, Godzilla has been demolishing cities for over sixty-eight years. On August 10 tune in to watch eight players destroy each other in an action-packed, single-elimination bracket all in hopes of bringing home a brand-new Godzilla pinball machine!

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FaZe Clan Sets Second Quarter 2022 Business Update Webcast for Monday, August 15, 2022, at 2:00 p.m. PT

FaZe Holdings Inc. (Nasdaq: FAZE) ("FaZe Clan"), the lifestyle and media platform rooted in gaming and youth culture, today announced that it will hold a webcast and conference call on Monday, August 15, 2022 at 2:00 p.m. Pacific Time ( 5:00 p.m. Eastern Time ) to review its business strategy and financial results for the second quarter ended June 30, 2022 .

FaZe Clan Logo (PRNewsfoto/FaZe Clan)

Event: FaZe Holdings Inc. Second Quarter Business Update
Date: Monday, August 15, 2022
Time: 2:00 p.m. Pacific Time ( 5:00 p.m. Eastern Time )
Webcast: https://events.q4inc.com/attendee/243466355
Toll Free Dial-In: 1 (888) 440-6928
Toll Dial-In: 1 (646) 960-0328
Dial-In Conference ID: 1341513

Management will also respond to pre-submitted investor questions on the webcast. To submit a question, please email ir@fazeclan.com .

An archived webcast of the conference call will also be accessible on FaZe Holdings Inc.'s Investor Relations page, https://investor.fazeclan.com .

ABOUT FAZE CLAN

FaZe Holdings Inc. (Nasdaq: FAZE) is a digital-native lifestyle and media platform rooted in gaming and youth culture, reimagining traditional entertainment for the next generation. Founded in 2010 by a group of kids on the internet, FaZe Clan was created for and by Gen Z and Millennials, and today operates across multiple verticals with transformative content, tier-one brand partnerships, a collective of notable talent, and fashion and consumer products. Reaching over 500 million followers across social platforms globally, FaZe Clan delivers a wide variety of entertainment spanning video blogs, lifestyle and branded content, gaming highlights and live streams of highly competitive gaming tournaments. FaZe Clan's roster of more than 85 influential personalities consists of engaging content creators, esports professionals, world-class gamers and a mix of talent who go beyond the world of gaming, including NFL star Kyler "FaZe K1" Murray, Lebron "FaZe Bronny" James Jr., Lil Yachty aka "FaZe Boat," Offset aka "FaZe Offset," and Snoop Dogg aka "FaZe Snoop." Its gaming division includes 11 competitive esports teams who have won 35 world championships. For more information, visit www.fazeclan.com , investor.fazeclan.com and follow FaZe Clan on Twitter, Instagram, YouTube, TikTok, and Twitch. The content of any website referenced or hyperlinked in this communication is neither incorporated into, nor part of, this communication.

CONTACTS
Investors:
ir@fazeclan.com
Media:
chelsey.northern@fazeclan.com

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SOURCE FaZe Clan

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