YDX Innovation announces LOI to merge with Amuka Esports and Expand its Esports and Gaming Divisions
VANCOUVER, B.C. – OCT 15 , 2020 – YDX Innovation Corp (TSX-V: YDX, OTC: YDRMF, FSE: A2PB03) (“YDX” or the “Company”), is pleased to announce they have signed on October 14th, 2020, a non-binding Letter of Intent (“LOI”) to acquire all of the outstanding shares of Amuka Ventures Inc., DBA “Amuka Esports & Gaming” (“Amuka Esports”) an arm’s length private Toronto-based company. Canada’s leader in esports venues, leagues, online tournaments and content creation, Amuka Esports will merge into the Company’s esports division and the result will be an immediate industry leader in delivering VR, esports, gaming and immersive experiences to consumers around the world. With operations in Canada, USA, Brazil, Sweden and the UK, the collective company will be able to enhance and streamline its operational workflow. This will result in effectively monetizing its existing revenues streams while the Company develops valuable new IP that can be scaled and distributed globally.
YDX Innovation has made significant inroads this year in building a diversified esports ecosystem. Having already acquired Beat Gaming, Purple Mage Advisors and Render recently, the company is ramping up its market share and innovation in the esports industry.
“Esports and gaming are core functions of our mission [for this corporate division] to create cutting-edge immersive experiences. We are excited to merge Amuka Esports into our existing esports vertical. We also appreciate the efforts of the Amuka Esports team, who have already built out a large base of active gamers in Canada, to change the way we all experience new and existing forms of entertainment,” according to Daniel Japiassu, CEO of YDX Innovation.
“It’s critical that we, as a new company, commit to leading and innovating the esports and gaming industries; and that means creating an impermeable esports ecosystem, that remains relevant across traditional and non-traditional gaming formats. Our vision for the joint entity will be to bridge the gaps between esports, gaming and entertainment. Our mission is to proudly be driving innovation in digital entertainment here in Canada and throughout the world. Our strategy is laser focused in prioritizing high-margin sales verticals and effectively using the new synergies for new commercialization opportunities,” according to Ben Feferman, CEO of Amuka Esports
Founded in 2019, Toronto based Amuka Esports has been rapidly rolling-up synergistic esports assets that create immediate value to the local gaming community and now include the following:
- Waves Gaming: a 14,000 square/foot esports arena in Toronto, ON that hosts over 200 community events and is the largest esports venue in Canada.
- EZY Mode: a 4,500 square/foot esports lounge in Windsor, ON, the only esports venue in the city.
- Incendium Gaming: a leading tournament organizer which has produced world class events including the Tekken World Tour and Capcom Pro Tour.
- Mount Phenom: a championship esports series that gives amateur and semi-pro players the opportunity to compete in professional tournaments with big prize money.
- Organizing Gaming: a leading esports media and content creation company.
- Level SIX: Canada’s first and only esports incubator already in its 2nd cohort, with equity earned from 8 different esports organizations.
- High Performance Motorsports (HPM): a competitive eNASCAR team, with 2 drivers in the top 100.
- Dragonborn Esports: an established CounterStrike esports team, based in Sweden.
Amuka Esports has secured over $250,000 in sponsorship revenues alone and looks forward to building more business opportunities into 2021 as a singular, unified company within YDX’s esports division.
The Letter of Intent states the principal terms on which the parties have agreed to complete the Acquisition. The parties have agreed to negotiate in good faith and execute a definitive agreement (the “Definitive Agreement”), that will include the terms summarized in the LOI and such other representations, warranties, conditions, covenants, indemnities and terms that are customary for similar transactions. Both parties have agreed to a mutual exclusivity and due diligence period expiring 90 days from the date of the LOI.
As stated in the LOI, YDX Innovation will acquire 100% of the issued and outstanding shares in the capital of Amuka Esports (“Amuka Shares”), free and clear of all encumbrances, by issuing 27,352,941 common shares in the capital of the Company (“YDX Shares”) and exchanging such YDX Shares, on a pro rata basis, for all of the Amuka Shares held by shareholders of Amuka Esports.
The obligations of the Parties to close the Transaction will be subject to customary conditions and any other conditions agreed to by the Parties in the Definitive Agreement, including: the Company’s satisfactory completion of due diligence; the board of directors of the Company and Amuka Esports approving the Transaction; the Parties’ execution of the Definitive Agreement; the receipt of any applicable regulatory approvals and third-party consents; and there being no material adverse change in the business, results of operations, prospects, condition (financial or otherwise) or assets of Amuka Esports. Financials will be included when the definitive agreement is signed.
Closing of the Reviewable Transaction is subject to approval from the TSX Venture Exchange (the “TSXV”).
Upon closing of the transaction, Amuka Esports will have the right to nominate one person to YDX’s board of directors and the acquisition is not expected to result in a change of control of the Company.
In connection with the Transaction, a finder’s fee in an amount equal to the maximum amount allowed under Section 3.3 of Policy 5.1 of the TSXV (the “Finder’s Shares”) may be payable in connection with the Acquisition, subject to the policies and the approval of the TSXV.
About Amuka Esports
Amuka Esports – https://amukaesports.com – is a diversified esports company focusing on teams, tournaments, content and venues. This includes operating Canada’s largest esports venue along with teams based in North America and Europe.
About YDX Innovation
YDX Innovation Corp. (TSXV: YDX :: www.ydxinnovation.com) is a global leader in the commercialization of immersive new technologies that incorporate virtual reality, augmented reality, esports and gaming. Its core business seeks to monetize through licensing its IP, developing interactive exhibitions and through esports tournaments and content.
Arkave VR Arena – https://sales.arkavevr.com/ – is a proprietary gaming platform that brings location based virtual reality to any location-based event or entertainment centre. Arkave features state-of-the-art free roam technology coupled with a vast library of both in-house and third party games.
YDreams Global – www.ydreamsglobal.com – has developed over 2,000 interactive and immersive experiences for some of the largest global brands including Disney, NBA, Adidas, Cisco, Nokia, Nike, Mercedes-Benz, Coca-Cola, Santander, AB InBev, Qualcomm, Unilever, Fiat and the City of Rio de Janeiro.
BEAT Gaming – www.beat.gl – is an industry leading esports company that has organized internationally recognized events such as the Dota 2, Overwatch and PUBG BEAT Invitational. Since its creation, BEAT has organized over 30 professional and semi-pro esports events, which has reached over 40 million viewers globally.
Purple Mage Advisors – www.purplemage.com – Purple Mage Advisors (PMA) is a research and data analysis firm that specializes in player recruitment and development in the gaming industry. PMA helps esports and gaming companies with industry reports, player recruitment, player training, data analysis and relevant statistical reporting.
RENDER – www.render.gg – Render is a professional video production studio specializing in crafting video content for YouTubers, Streamers, Teams and Brands. Render is highly specialized in gaming content, but also works with a wide variety of digital media.
Director and CEO
This news release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws, including, without limitation: the intention to acquire Amuka Esports; Thew new merged company be an immediate industry leader in delivering esports; that the combined company will be able to have a more streamlined operation workflow to better monetize its existing revenues stream. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. The Company’s statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of the Company’s control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Transaction, including: that the Company’s assumptions in making forward-looking statements may prove to be incorrect; general adverse market conditions and competition; the inability to finance operations and/or obtain any future strategic investment necessary to implement new technologies; the inability to build a sustainable, conscientious company with a stronger presence online through new products in esports and VR; the inability to bring Virtual Reality to consumers directly and offer expertise in immersive technologies; and that market conditions related to the COVID-19 pandemic may negatively affect the outcome of the business or operations of the Company, including its results and financial condition. Except as required by securities law, the Company does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
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.