OV2 Investment 1 Inc. Announces Closing of Subscription Receipt Financing in Connection with Qualifying Transaction

/THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES, THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM./

TORONTO, July 21, 2021 /CNW/ - OV2 Investment 1 Inc. (the "Corporation") (TSXV: OVO.P), a capital pool company pursuant to Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the "Exchange"), is pleased to announce that further to its press release dated April 29, 2021, the Corporation has closed its non-brokered private placement of 8,659,000 subscription receipts (each, a "Subscription Receipt") at a price of $0.25 per Subscription Receipt for gross proceeds of $2,164,750 (the "OV2 Financing").

The gross proceeds of the OV2 Financing (the "Escrowed Proceeds") are being held in escrow on behalf of the subscribers of the Subscription Receipts by TSX Trust Company (the "Subscription Receipt Agent"), pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated July 21, 2021 between the Corporation and the Subscription Receipt Agent. Immediately prior to closing of the previously announced qualifying transaction (the "Transaction") with EasTower Group, Inc. ("EasTower"), each Subscription Receipt will be exchanged for one common share of the Corporation (post-consolidation) and one-half of one common share purchase warrant of the Corporation (each whole warrant, a "Warrant"), for no additional consideration. Each Warrant will be convertible into one resulting issuer share at an exercise price of $0.40 per resulting issuer share for a period of 24 months from the issuance thereof. Upon release of the Escrowed Proceeds pursuant to the Subscription Receipt Agreement, a finder's fee will be paid to certain brokers in connection with the OV2 Financing equal to 8% of the gross proceeds payable in cash and broker warrants equivalent to 8% of the number of Subscription Receipts issued. Each broker warrant shall be exercisable for one resulting issuer share at an exercise price of $0.40 per resulting issuer share for a period of 24 months from the issuance thereof. For more information on the terms and conditions of the Transaction, please see the Corporation's press release dated April 29, 2021.

In connection with the Transaction, EasTower recently closed a private offering of units (each unit, a "Unit" and collectively, the "Units") for gross proceeds of $877,500 at a price per Unit of $0.25 (the "EasTower Financing" and together with the OV2 Financing, the "Financings"). Each Unit consists of one EasTower common share and one-half of one common share purchase warrant of EasTower (each whole warrant, an "EasTower Warrant"). Each EasTower Warrant will be exercisable for one EasTower common share at an exercise price of $0.40 per EasTower common share for a period of 24 months from the issuance thereof. A finder's fee is payable in connection with the EasTower Financing equal to 8% of the gross proceeds payable in cash and broker warrants equivalent to 8% of the number of Units issued. Each broker warrant is exercisable for one EasTower common share at an exercise price of $0.40 per EasTower common share for a period of 24 months from the issuance thereof.

The net proceeds of the Financings will be used to fund the continued expansion of EasTower's business, provide working capital, and for general and administrative expenses.  

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

Forward Looking Information

Statements in this press release regarding the Transaction and Financings, which are not historical facts, are "forward-looking statements" that involve risks and uncertainties. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be 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 a capital pool company should be considered highly speculative.

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

SOURCE OV2 Investment 1 Inc.

Babak Pedram, Director, Telephone: [phone]