OverActive and Abigail Announce Filing of Filing Statement and Update on the Qualifying Transaction

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TORONTO, July 5, 2021 /CNW/ - OverActive Media Corp. ("OverActive") and Abigail Capital Corporation ("Abigail") (TSXV: ACC.P), a capital pool company, are pleased to announce that they have received conditional listing approval from the TSX Venture Exchange (the "TSXV") in connection with the qualifying transaction (the "Transaction"), as described in Abigail's prior press release dated April 19, 2021 and have filed a filing statement in connection with the Transaction, which is available under Abigail's SEDAR profile at www.sedar.com.

Further to the comprehensive news release dated April 19, 2021, OverActive will amalgamate with a wholly-owned subsidiary of Abigail in order to facilitate the completion of the Qualifying Transaction. Upon completion of the Qualifying Transaction, the resulting company (the "Resulting Issuer") will continue to carry on the business of OverActive.

The completion of the Transaction is subject to a number of conditions, including but not limited to final TSXV acceptance, and satisfaction of other customary closing conditions. Closing of the Transaction is expected to occur during the week of July 5^th.

About OverActive

OverActive is a private corporation 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 OverActive 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.

OverActive was incorporated as a corporation in Canada on November 6, 2017 under the name "The Ledger Group Inc." By articles of amendment dated June 20, 2019, OverActive changed its corporate name to "OverActive Media Corp."

About Abigail

Abigail is a capital pool company existing under the laws of the Province of British Columbia. The principal business of Abigail is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses for the completion of a Qualifying Transaction and, once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder approval, where required, and acceptance for filing by the Exchange. Abigail has no commercial operations and no assets other than cash.

Abigail completed its initial public offering on August 30, 2019, and Abigail's shares (the "Abigail Shares") are listed for trading on the TSXV under the symbol "ACC-P.VN". Trading of the Abigail Shares was halted on March 1, 2021 in connection with the announcement of the proposed Transaction. On February 23, 2021, the last day on which the Abigail Shares traded prior to the trading halt, the closing price of the Abigail Shares was $0.30. Trading of the Abigail Shares will not resume prior to the completion of the Transaction.

Additional Information

For additional information concerning Abigail, OverActive, the Resulting Issuer, and the Qualifying Transaction please refer to Abigail's press releases dated March 3, 2021, March 16, 2021, March 19, 2021, April 12, 2021 and April 19, 2021 which are available under Abigail's SEDAR profile at www.sedar.com and the Filing Statement which is filed under Abigail's SEDAR profile at www.sedar.com.

Sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV unless an exemption or waiver from the sponsorship requirement is available. The Transaction is expected to be exempt from the sponsorship requirement.

Trading in the Abigail Shares is presently halted. It is uncertain whether the Abigail Shares will resume trading until the Transaction is completed and approved by the TSXV.

There are not any interests in the Transaction held by non-arm's length parties to Abigail or OverActive.

Except as disclosed in Abigail's press releases dated March 3, 2021, March 16, 2021, March 19, 2021, April 12, 2021 and April 19, 2021, there are no finder's fees or similar payable for the Transaction.

For further information regarding Abigail, OverActive, the Resulting Issuer or the Transaction, please refer to the Filing Statement which is available under Abigail's SEDAR profile on SEDAR 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 Abigail and 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) expectations regarding whether the Transaction will be consummated including whether the conditions to the consummation of the Transaction; (b) the timing for completing the Transaction, if at all, and the conditions to such transaction; and (c) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Abigail and OverActive's respective 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 Abigail and OverActive believe 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 resulting issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; 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. These forward-looking statements may be affected by risks and uncertainties in the business of Abigail and 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 Abigail and OverActive have 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. Abigail and OverActive do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance. 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 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 Abigail 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

Rikesh Shah, Interim Chief Financial Officer of OverActive, 647-227-2636, [email protected]; Ian Slater, Chief Executive Officer of Abigail, 778-372-2551, [email protected]