J55 Capital Corp. has secured conditional approvals from the TSX Venture Exchange for its proposed merger with Enthusiast Gaming Holdings Inc. and acquisition of esports organization Aquilini GameCo Inc.
The Canadian capital pool company's shareholders will hold a special meeting Aug. 26 to approve both transactions. Enthusiast's shareholders will also meet on the same day to approve the plan of arrangement covering the merger with J55 Capital, following an interim court order.
The transactions are expected to be completed in early September, subject to a final court order, shareholder approvals, TSXV's final approval and other closing conditions.
J55 Capital intends to perform a share consolidation each after the GameCo deal and the Enthusiast merger. The combined entity plans to change its name to Enthusiast Gaming Holdings Inc., as well as change its ticker symbol to EGLX or any other symbol.
Enthusiast, meanwhile, would be renamed Enthusiast Gaming Properties Inc., with its shares delisted from the TSXV and the OTCQB.
The share consolidations, name change and ticker symbol change are also subject to TSXV approval, with the first two actions also requiring the J55 Capital board's approval. Post deal completion, the combined entity's board will have seven members.
GameCo has also entered into, and plans to enter into, certain consulting agreements. The consultants will be issued a certain number of J55 Capital shares at 45 Canadian cents per share, subject to TSXV and J55 Capital shareholder approvals.
J55 Capital shares will remain suspended from trading on TSXV until the exchange has received and approved all documentation related to the transactions.