Elephant Hill Announces Execution of Definitive Agreement with Luckbox


Calgary, Alberta–(Newsfile Corp. – November 4, 2020) – Elephant Hill Capital Inc. (TSVX: EH.P) (the “Corporation” or “Elephant Hill“), a capital pool company, further to its press releases dated May 12, June 10 and June 22, 2020, the Corporation is pleased to announce that it has entered into a binding merger agreement (the “Definitive Agreement“) dated November 2, 2020 with Esports Limited, a private company doing business as “Luckbox” (“Luckbox“). The Definitive Agreement sets out the terms and conditions of a proposed transaction (the “Proposed Transaction“) that will result in Elephant Hill acquiring all of the issued and outstanding common shares of Luckbox (the “Luckbox Shares“).

The Proposed Transaction is expected to be completed by way of a three-cornered merger under the laws of the Isle of Man, and will result in Luckbox becoming a wholly owned subsidiary of the Corporation. The proposed Transaction does not constitute a Non-Arm’s Length Qualifying Transaction and is not subject to shareholder approval under the policies of the TSX Venture Exchange (the “Exchange“).

Overview of Elephant Hill Capital Inc.

Elephant Hill is a capital pool company. The Corporation’s principal business activity is to identify and evaluate opportunities for the acquisition of assets or businesses. The Corporation was incorporated on January 15, 2018 and has its registered office in Calgary, Alberta.

Overview of Luckbox

Luckbox is a private esports betting company, incorporated in the Isle of Man on April 25, 2019 and headquartered in the Isle of Man, with a fully licensed betting platform dedicated to serving the global esports community where fans and customers are able to bet, watch, and chat in a safe environment. Luckbox believes that it serves the single largest revenue category in esports today and derives its revenue from one of the most promising verticals in the esports industry. Luckbox has an experienced management team in both esports and betting and a dedicated esports user experience. Website: https://luckbox.com.

Luckbox’s Selected Financial Information

The financial highlights for Luckbox for the year ended December 31, 2018 and 2019, and for the six months ended June 30, 2020, are as follows:

 

For the six months ended June 30, 2020 (unaudited)

For the Year ended December 31, (audited)

 

 

2019

2018

Total Revenue

13,975

2,376

 

Total Expenses

(1,143,733

)

(2,889,054)

 

(3,678,178)

Net income (loss) in total

(1,129,758

)

(2,886,678)

 

(3,678,178)

Total Assets

578,273

1,624,629

 

2,330,872

Total current liabilities

(1,663,304

)

(1,635,588)

 

(6,339,909)

Total long term financial liabilities

(39,654

)

(66,122)

 

(70,127)

Shareholders Equity

(1,147,078

)

(77,081)

 

(4,079,164)

 

The Proposed Transaction

The Definitive Agreement between Elephant Hill and Luckbox includes representations, warranties, covenants and conditions typical for a transaction of this nature. The…



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