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Low6 Limited and 1319735 B.C. Ltd. Announce Execution of Binding Letter Agreement

4 min read
Low6 Stocks

Toronto, ON, February 1, 2022 – 1319735 B.C. Ltd. (“735 BC“) and Low 6 Limited (“Low6“) are pleased to announce that the companies have entered into a binding letter agreement (the “Agreement“) which sets forth, in general terms, the basic terms and conditions upon which 735 BC and Low6 will combine their business operations resulting in a reverse takeover (the “RTO“) of 735 BC by Low6 and its shareholders.

Pursuant to the terms of the Agreement, it is intended that 735 BC and Low6 will enter into a business combination by way of an arrangement, amalgamation, share exchange or other similar structure (the “Transaction“) which will result in Low6 becoming a wholly owned subsidiary of 735 BC or otherwise combining its corporate existence with that of 735 BC. The final structure of the Transaction is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed pursuant to definitive transaction documents expected to be executed in the short term. The issuer resulting from the Transaction (the “Resulting Issuer“) will carry on the current business of Low6.

Prior to the completion of the Transaction the parties will complete a private placement (the “Concurrent Financing“). Low6 and 735 BC intend to apply to list the common shares of the Resulting Issuer on the TSX Venture Exchange (the “TSXV“). There can be no assurance that the common shares of the Resulting Issuer will begin trading as contemplated, or at all, and neither Low6 nor 735BC makes any representations that trading will occur.

When a definitive agreement between 735 BC and Low6 is executed, 735 BC and Low6 will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction. Completion of the Transaction and the Concurrent Financing is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all.

About 735 BC

735 BC is a British Columbia corporation that is a reporting issuer under the securities laws of Alberta and British Columbia. 735 BC has no material assets and does not conduct any operations or active business, other than the identification and evaluation of acquisition opportunities to permit the company to acquire a business or assets in order to conduct commercial operations.

About Low6

Low6 is a UK based sports gaming technology business founded in 2017. Its primary business is to build and operate white labelled games for sports franchises to engage the franchises’ fans. Low6 currently operates white labelled games for the NFL’s Cincinnati Bengals and Jacksonville Jaguars as well as the PGA Tour, DP World Tour and the UFC.

To date, it has raised approximately £24m (Can$41m) from a range of institutional and private shareholders based in the UK, Australia and North America. It is now seeking to list on the TSXV in order to raise funds to finance its expansion into North America.

Further Information

All information contained in this news release with respect to 735 BC and Low6 was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

For further information, please contact:

1319735 B.C. Ltd.

Binyomin Posen, Director


Email: bposen@plazacapital.ca

Low6 Limited

Jamie Mitchell, Chief Executive Officer

Phone: 07545 999 770

Email: jamie@low6.co.uk

Forward Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Transaction, the business and operations of Low6 and the Resulting Issuer; the completion and terms of the Concurrent Financing, and the listing of the common shares of the Resulting Issuer on the TSXV. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

With respect to forward-looking statements and information contained herein, 735 BC and Low6 have made numerous assumptions including among other things, assumptions about general business and economic conditions of Low6 and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although management of 735 BC and Low6 believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward- looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Concurrent Financing; risks relating to the negotiation of a definitive agreement and receipt of all requisite approvals for the Transaction and/or other ancillary transactions, including the approval of Low6 and 735 BC shareholders, and of the TSXV; and other risk factors as detailed from time to time.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. 735 BC and Low6 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this press release are made as of the date of this release.

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