OV2 Investment 1 Inc. Announces Qualifying Transaction with EasTower Group, Inc.

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TORONTO, July 16, 2020 /CNW/ - OV2 Investment 1 Inc. (the "Corporation") (TSXV: OVO.P), a capital pool company under Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange ("Exchange"), is pleased to announce that it has entered into a non-binding Letter of Intent dated as of today's date with EasTower Group, Inc. ("EasTower") for the purposes of completing a Qualifying Transaction ("QT") as defined in the CPC Policy. The QT is an arm's length transaction and will be completed by way of a merger or other business combination transaction whereby the Corporation, EasTower and EGI Investments, Inc. ("EGI") will combine and shareholders of EasTower and EGI immediately prior to the QT will acquire a controlling interest in the resulting issuer (the "Resulting Issuer"). The final structure of the QT is subject to the receipt of tax, corporate and securities law advice for the Corporation, EasTower and EGI. Upon completion of the QT, the Resulting Issuer will carry on the business of EasTower.

EasTower is a private company incorporated under the laws of Florida on July 27, 2015 and based in Boca Raton, Florida. EasTower, through its wholly-owned subsidiary EasTower Communications, Inc., is a U.S provider of wireless communications infrastructure and related services, founded in 2015. The Company specializes in the construction, installation, upgrades and maintenance of wireless communication systems, including 5G, 4G and small cell deployments as well as first responder or FirstNet initiatives. Their diverse, top-tier customer base includes major telecom providers, global OEMs, corporations and federal agencies. EasTower is currently focused on operating within the southeastern U.S. states and planning to expand to additional southwestern states across America.

After giving effect to a planned 75:1 consolidation of its outstanding common stock and the conversion of outstanding convertible promissory notes, EasTower will have 15,450,141 shares of common stock (the "EasTower Shares") outstanding held by 78 shareholders. The three principals of EasTower, Vlado Hreljanovic, Paul Perialas and Margaret Perialas, collectively hold 22.75% of EasTower.

EGI is a private company incorporated under the laws of Delaware on March 22, 2019. EGI is holder of convertible debt in EasTower, its only asset. After giving effect to a planned 3:1 consolidation of its outstanding common stock, and conversion/settlement of the EasTower debt prior to closing, the 45 EGI shareholders shall collectively hold 8,443,533 shares of common stock (the "EGI Shares").

Terms of the QT

The QT is currently expected to proceed by way of a merger transaction pursuant to which EasTower and EGI will become wholly-owned subsidiaries of the Corporation. Immediately prior to completion of the transaction, the Corporation intends, subject to the receipt of all necessary shareholder approvals, to consolidate its common shares on the basis of 0.79730908 of a post-consolidation common share for every one pre-consolidation common share. Following this share consolidation, and in consideration of the Corporation's acquisition of EasTower and EGI, each EasTower Share and each EGI Share that is issued and outstanding immediately prior to completion of the QT will be exchanged for one post-consolidation common share of the Corporation, based on an agreed fully-diluted combined valuation of EasTower and EGI of approximately $6 million.

In conjunction with the QT, EasTower intends to complete a brokered private placement to secure a minimum of $3,000,000 gross proceeds from an equity financing (the "Financing"). The net proceeds of the Financing will be used to fund the continued expansion of EasTower's business, provide working capital, and for general and administrative expenses.

Completion of the QT is subject to a number of conditions, including but not limited to:

• completion of satisfactory due diligence reviews by the Corporation and EasTower of the business and affairs of the other party;
• execution of a binding definitive agreement between the Corporation and EasTower;
• receipt of all applicable regulatory, shareholder and TSXV approvals; and
• completion of the Financing for gross proceeds of at least $3,000,000.

Management and Board of Directors of Resulting Issuer

Upon completion of the QT, it is anticipated that all of the existing directors and officers of the Corporation will resign.  Vlado P. Hreljanovic, President and CEO of EasTower will lead the new management team. Further information with respect to the identity of each of the proposed directors and officers of the Resulting Issuer will be provided separately, once determined.

Trading Halt

Trading in the common shares of the Corporation has been halted and the shares are not expected to resume trading until the QT has been completed, or until the Exchange receives the requisite documentation to resume trading. If the QT is completed, the Corporation expects to be listed on the Exchange as a technology issuer.

Sponsorship

The Corporation intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the QT, however there is no assurance that the TSXV will exempt the Corporation from all or part of applicable sponsorship requirements.

Further Information

The Corporation will issue a subsequent press release in accordance with the policies of the TSXV providing further details in respect of the Qualifying Transaction, including information relating the transaction structure, the Financing and summary financial information of EasTower.

Forward Looking Information

Statements in this press release regarding EasTower's business which are not historical facts, are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. 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. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 proposed transaction and has neither approved nor disapproved the contents of this press release."

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.

SOURCE OV2 Investment 1 Inc.

Babak Pedram, Director, Tel. [phone]