BP Backstageplay Inc

VANCOUVER, BC, July 20, 2020 /CNW/ - Backstageplay Inc. (TSXV: BP) (FSE: DOZB) (OTC Pink: PRYNF) (the "Company"), is pleased to provide an update on its proposed merger transaction (the "Transaction") with eUnited eSports Inc. ("eUnited"), previously announced on June 18, 2020.   This news release supplements the information contained in the Company's news release dated June 18, 2020.

Transaction

On June 16, 2020, the Company entered into a binding merger agreement (the "Agreement") with eUnited and Backstageplay (Delaware Inc.) ("Subco"), a wholly-owned subsidiary of the Company, pursuant to which the Company will acquire eUnited through the merger of Subco with and into eUnited. Following the completion of the Transaction, the Company will carry on the business of eUnited while also utilizing its existing software and intellectual property to expand its social gaming platform into the eSports industry.

Upon completion of the Transaction, the resulting company (the "Resulting Issuer") is expected to resume trading on the TSX Venture Exchange (the "Exchange") under the name "Win Condition Global Entertainment Corp.", or such other name as is acceptable to the Company, eUnited, the Exchange, and the corporate registrar. The Transaction will constitute an arm's length reverse takeover of the Company by eUnited in accordance with Exchange Policy 5.2 – Change of Business and Reverse Takeovers.

Directors and Officers

Upon closing of the Transaction, it is anticipated that the directors and officers of the Resulting Issuer will include the following individuals:

• Adam Stein;
• Sean Hodgins;
• Andrew Steinberg;
• Stephen Brooks; and
• Carl DeMarco.

The following are brief descriptions of the backgrounds of each of the proposed directors and officers of the Resulting Issuer:

Adam Stein, Proposed Chief Executive Officer and Director

Adam Stein is an entrepreneur specializing in nurturing early stage companies and start-ups into successful businesses. For the past 20 years, Mr. Stein has founded, owned, developed and operated a diverse portfolio of businesses.  As the CEO, Co-Founder and Director of eUnited, he is responsible for charting the strategic direction of the company, arranging the company's financing and overseeing all day-to-day operations. Through his leadership, eUnited has developed into a globally recognized brand and successful eSports organization. In 2019, eUnited won the prestigious Call of Duty World Championships. Mr. Stein is also the Managing Director, co-founder and developer of M&A Real Estate Partners Inc. ("M&A") (2003-Present), a successful real estate investment company that owns and operates student-housing properties near various major United States universities. Since its founding, M&A has bought and sold nearly a US$1 Billion dollars of property across the United States. Prior to starting M&A, Mr. Stein was an early internet pioneer working in sales and marketing at several technology companies including Yahoo (1997-2001) where he was the Director of Sales for the Southwestern Region of the United States. Mr. Stein has a B.S. in Sociology from U.C.L.A.

Sean Hodgins, Proposed Chief Financial Officer and Director

Sean Hodgins is the current CFO and a current Director of Backstageplay.  Mr. Hodgins has over 20 years' experience working in the mining and technology sectors, both in Canada and the United States, where he has served as the CFO for three TSX venture listed public companies. Mr. Hodgins is the President of Tandem Accounting Group Ltd., which provides contract CFO and controllership services to a wide variety of private and public companies. Mr. Hodgins is a CPA, CA and holds a Bachelor of Commerce Degree in Economics from the University of British Columbia. 

Andrew Steinberg, Proposed Chief Operating Officer and Director

Andrew Steinberg has a long track record of success growing and operating sports and entertainment properties. Mr. Steinberg is the Founder and Managing Partner of Phoenix Capital Ventures, an investment firm focused on early stage and scaling sports, media and lifestyle companies. Prior to Phoenix Capital Ventures, Mr. Steinberg served as Executive Vice President and Chief Business Officer for the Atlanta Hawks' NBA Franchise and Philips Arena, after being promoted from Executive Vice President and Chief Revenue Officer for the organization. Prior to joining the Atlanta Hawks and Philips Arena, Mr. Steinberg served as the Executive Vice President, Business Operations for Sporting Kansas City and the venue, Sporting Park. Before Sporting Kansas City, Mr. Steinberg served as the Associate Athletics Director for Marketing and Revenue Development with the University of Kansas Athletics Department. Prior to his tenure at the University of Kansas, Mr. Steinberg was an associate with the law firm of Riling, Burkhead & Nitcher, Chartered. Mr. Steinberg earned his bachelor's degrees in Media Arts and Political Science from the University of Arizona and received a Juris Doctor from the University of Kansas, where he also earned a certificate in Media, Law, and Policy.

Stephen Brooks, Proposed Director

Stephen Brooks is a veteran of the Sports, Entertainment and Media industries with significant experience in the National Hockey League and Major League Baseball, in addition to various senior finance roles in the media industry. Mr. Brooks was most recently the Chief Financial Officer of ONroute, a travel/hospitality company in Ontario.  Mr. Brooks served as Chief Financial Officer of Sim International ("Sim") from 2017 until 2019, a diversified film and television production/post production/studio company headquartered in Toronto with operations also in Los Angeles, Atlanta, New York and Vancouver. Prior to joining Sim, Mr. Brooks served as Chief Financial Officer of the Ottawa Senators Hockey Club as well as a seven-year stint with the Toronto Blue Jays Baseball Club and Rogers Centre where he served as Senior Vice President of Business Operations and Vice President Finance and Administration. Prior to his move to the Blue Jays, Mr. Brooks was with Rogers Communications Inc. of Toronto, a publicly traded telecommunications and media company, commencing in 2004 ending as Corporate Controller for Rogers Media from 2007 to 2009 (a division of Rogers Communications). Prior to joining Rogers, Mr. Brooks had a 10-year career in public accounting with Deloitte & Touche LLP.  Mr. Brooks is a Chartered Accountant and Chartered Professional Accountant in both Ontario and British Columbia. He also completed the requirements of the Certified Public Accountant designation in Illinois. Mr. Brooks holds a Bachelor of Arts from the University of British Columbia and is a graduate of the Advanced Management Program of Harvard Business School (AMP 184).

Carl DeMarco, Proposed Director

Carl Demarco is Chairman and CEO of Camillion Corp., a media entertainment company with interests in the technology/innovation sector as well as co-founder of Citizen Care Pods Corporation, the creator of a smart design screening and testing pod integrating innovative modular construction with cutting-edge health-technology, which can be rapidly installed to large-scale sites.  Previously, Mr. DeMarco served as President, Global Business Development at World Wrestling Entertainment ("WWE"), and before that as President of WWE Canada, Latin America & China. Prior to his appointment as President of WWE Canada, Carl served as the business partner and manager for former WWE superstar Bret "The Hitman" Hart and was President of Hitman Productions Inc.  Mr. DeMarco is very involved in supporting his community. This includes initiating a marketing and public relations campaign for the City of Toronto called "Together for Toronto" to boost the city's then SARS-stricken travel and tourism industry. Mr. DeMarco has served as Chairman of the Board of Variety – The Children's Charity of Ontario, has been a member of the Board of Directors of the Toronto Grand Prix Charitable Foundation and Co-Chair of the Black Tie Gala Dinner for over five years, and has been involved in Make-A-Wish Foundation, Dreams Take Flight and the Special Olympics.

Financial Information Concerning eUnited

The following table sets forth selected audited financial information for eUnited for the years ended December 31, 2019 and 2018. eUnited's Financial statements were prepared on the basis of IFRS and are expressed in U.S. dollars.

The audited financial statements of eUnited, together with other required financial information, will be included in the Company's filing statement prepared in connection with the Transaction.

About Backstageplay Inc.

Backstageplay, Inc. is an online and mobile entertainment and marketing company, engaged in the business of social gaming and retention software and services. For further information, please visit the Company's website at www.backstageplay.com.

About eUnited Inc.

eUnited is a competitive North American based professional eSports organization. eUnited currently has four highly competitive teams and with multiple tournament victories and world championships, eUnited is one of the leading eSports brands in the space today. For further information, please visit the Company's website at www.eunited.gg.

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.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested 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 the 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 news release.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

Cautionary Note

All information contained in this news release with respect to eUnited was supplied by eUnited. for inclusion herein, and the Company's directors and officers have relied on eUnited for such information.

Forward-Looking Information Disclaimer

This press release contains certain forward-looking information and statements that reflect the current view and/or expectations of management the Company based on information currently available to the them with respect to performance, business and future events, including, but not limited to, express or implied statements and assumptions regarding the parties' mutual intention to complete the transactions, including but not limited to the Merger and the Financing, as contemplated in the Agreement and regarding the terms and conditions relating thereto. The use of any of the words "may", "could", "would", "might", "intend", "plan", "expect", "believe", "contemplate", "anticipate", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and statements and are based on current expectations, beliefs, and assumptions. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which are difficult to predict, such that actual future results and outcomes may differ materially therefrom. Accordingly, the reader should not place undue reliance on forward-looking statements and information in this press release, which are qualified in their entirety by this cautionary statement.

The forward-looking statements in this news release are made as of the date of this release. The Company disclaims any intention or obligation to update or revise such information, except as required by applicable law.

SOURCE Backstageplay Inc.