MINNEAPOLIS, Dec. 19, 2018 /PRNewswire/ -- Black Ridge
Oil & Gas, Inc. (the "Company" or "Black Ridge") (OTCQB: ANFC)
announced the execution of a merger agreement between Black Ridge
Acquisition Corp. ("BRAC" (NASDAQ: BRAC, BRACU, BRACW, BRACR) and
entities owned by Ourgame International Holdings Ltd ("Ourgame").
The entities owned by Ourgame consist of Allied Esports
International, Inc. and WPT Enterprises, Inc. Upon completion of
the transaction, it is expected that BRAC will be renamed Allied
Esports Entertainment, Inc. and its common stock is expected to
trade on the NASDAQ Capital Market Exchange under the ticker symbol
AESE. The transaction is subject to certain closing conditions,
including BRAC shareholder approval, and is expected to close in
the first quarter of 2019.
Black Ridge was the sponsor of BRAC, a special purpose
acquisition company ("SPAC"), which began trading on the NASDAQ
Capital Market on October 5, 2017.
Upon completion of the transaction, as sponsor of the SPAC, Black
Ridge is expected to own 3,939,500 shares of BRAC common stock
("Sponsor Shares"), subject to a one-year lockup period. Black
Ridge has granted distribution rights to a portion of the Sponsor
Shares to its officers and directors under the 2018 Management
Incentive Plan detailed in the Form 8-K dated March 6, 2018. A schedule of the potential
value of the total amount of these shares to Black Ridge at varying
AESE stock prices is as follows:
BRAC (AESE) Stock
Price
|
Value of BRAC
(AESE) Shares held
by Black Ridge
|
$8.00
|
$31,516,000
|
$10.00
|
$39,395,000
|
$12.00
|
$47,274,000
|
$14.00
|
$55,153,000
|
"The Allied Esports Entertainment transaction is the culmination
of a two year long process at Black Ridge to sponsor a SPAC and
execute on a business combination," commented Black Ridge CEO
Ken DeCubellis. "The opportunities
in the global esports market are massive and we believe Allied
Esports is extremely well-positioned as an early mover with a track
record of successful execution. Upon completion of the transaction,
we look forward to providing Black Ridge shareholders with our
future plan for Black Ridge, including potential distribution of
some or all of the Sponsor Share proceeds."
A detailed description of the transaction can be found in a
Current Report on Form 8-K to be filed by BRAC with the Securities
and Exchange Commission. Interested parties can obtain a copy
of the Form 8-K, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov).
About the Company
Black Ridge Oil & Gas is based in Minneapolis, Minnesota. For additional
information, visit the Company's website
at www.blackridgeoil.com.
About BRAC
Black Ridge Acquisition Corp. is a blank check company formed
for the purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. For additional information, visit the BRAC website
at www.blackridgeacq.com.
Black Ridge Acquisition Corp. is led by Chairman of the Board
and Chief Executive Officer Kenneth
DeCubellis, Chief Operating Officer Michael Eisele and Chief Financial Officer
James Moe.
Forward Looking Statements
Certain statements contained herein, which are not historical,
are forward-looking statements that are subject to risks and
uncertainties not known or disclosed herein that could cause actual
results to differ materially from those expressed herein. These
statements may include projections and other "forward-looking
statements" within the meaning of the federal securities laws. Any
such projections or statements reflect management's current views
about future events and financial performance. No assurances can be
given that such events or performance will occur as projected or
that share prices will be achieved and actual results may differ
materially from those projected. Important factors that could cause
the actual results to differ materially from those projected
include, without limitation, the possibility that the transaction
between BRAC and entities owned by Ourgame does not close,
including due to the failure to receive required security holder
approvals or regulatory approvals or the failure of other closing
conditions, general economic or industry conditions nationally
and/or in the communities in which our Company conducts business,
legislation or regulatory requirements, conditions of the
securities markets, our ability to raise capital or have access to
debt financing, changes in accounting principles, policies or
guidelines, financial or political instability, acts of war or
terrorism, increases in operator costs, other economic,
competitive, governmental, regulatory and technical factors
affecting our Company's operations, products, services and prices
and other risks inherent in the Company's businesses that are
detailed in the Company's Securities and Exchange Commission
("SEC") filings. Readers are encouraged to review these risks in
the Company's SEC filings.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there by any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No portion of Black
Ridge's websites is incorporated by reference into or otherwise
deemed to be a part of this news release.
View original
content:http://www.prnewswire.com/news-releases/black-ridge-oil--gas-inc-sponsored-spac-announces-merger-agreement-300769212.html
SOURCE Black Ridge Oil & Gas, Inc.