TRI-RIVER VENTURES ENTERS INTO BINDING LETTER OF INTENT WITH TIKATAP PTY LTD.

Vancouver, British Columbia, September 4, 2018 – Tri-River Ventures Inc. (“Tri-River”) (TSX-V: TVR.H) is pleased to announce that it has entered into an arm’s length binding Letter of Intent dated August 7, 2018 (the “LOI”) with Tikatap Pty Ltd. (“TAT”), which sets out a proposal for Tri-River to acquire 100% of the issued and outstanding equity securities in TAT in an arm’s length transaction (the “Transaction”) that is intended to constitute a “reverse takeover” pursuant to the policies of the TSX Venture Exchange (the “Exchange”). On the closing of the Transaction, it is anticipated that Tri-River will change its name to “Tikatap (Canada) Inc.” and will carry on the business of TAT.

 

About TAT

 

TAT is a privately owned Australian incorporated proprietary limited company, headquartered in Melbourne Australia, with offices in Pasadena, California. TAT operates its business through its wholly-owned subsidiary, Tikatap LLC.

 

TAT has built a tailored software platform that is designed to eliminate the need for paper based ticketing by providing an online and app solution for buying high school event tickets in the United States. Specifically, this software platform is designed to provide an easy and efficient way for buyers to purchase tickets to U.S. high school events from any device, as well as provide data analytics to U.S. high school event holders.

 

Since  starting  its  business  operations  in  the  United  States  on  February  1,  2016,  TAT  has employed a top down approach by introducing its software platform to multiple U.S. state high school athletic associations. Specifically, TAT has introduced its software platform to and spoken with 22 U.S. states, which has resulted in:

  • exclusivity deals with nine state high school associations;
  • over 4,000 events ticketed in the 2017-2018 school year;
  • over 30,000 processed transactions; and
  • over USD1 million in gross ticket sales

TAT generates 10% in revenue on every ticket sold. Each of TAT’s current agreements with U.S. state high school associations are for five or more years and provide TAT with exclusive access to the high school sports playoff market in each such state over the term of such agreements. In order to further develop its market share, TAT employs aggressive direct and indirect social media, sales, marketing and PR campaigns to target the entire high school market in the United

States. TAT also intends to build on its initial state association relationships and engage further high schools across the United States.

 

During the fiscal year ended June 30, 2017, TAT reported in its audited financial statements released on May 7, 2018, total assets of AUD4,126,386, total liabilities of AUD3,712,059, total revenues of AUD30,692 and a total comprehensive loss off AUD2,984,952. TAT is in the process of preparing its audited financial statements for the fiscal year ended June 30, 2018, and will publicly release such financial results once they are available.

 

The controlling shareholders of TAT are Matthew Atkinson (Chief Executive Officer of TAT, who owns 24.36% of the outstanding shares of TAT), Alan Matthews (Chairman of TAT, who owns 17.93% of the outstanding shares of TAT) and Ryan Hart (President of TAT, who owns 15% of the outstanding shares of TAT).

 

Share Consolidation and Transaction Consideration

 

Prior to closing of the Transaction, Tri-River intends to consolidate its common shares on the basis of five old shares for one new share (the “Consolidation”). Immediately following the Consolidation, it is expected that Tri-River will have approximately 5,339,086 common shares issued and outstanding.

 

In consideration for the Transaction, and on the closing thereof, Tri-River expects to issue to the current TAT securityholders a total of 60,000,000 common shares (post-Consolidation) on a pro rata basis, at a deemed price of CAD$0.27 per common share (post-Consolidation). In addition, Tri-River will issue common shares to any TAT shareholder either holding TAT common shares issued upon conversion of the subscription receipts sold as part of the Concurrent Offering (described below), or holding TAT common shares issued upon the conversion of any outstanding Convertible Notes (described below), at a ratio of 3.1 Tri-River common shares for each such TAT common share outstanding.

 

No fractional Tri-River common shares will be issued in connection with the Transaction as any fractional common shares to be issued will be rounded to the nearest whole common share.

 

Change of Management and Directors

 

Upon completion of the Transaction, it is anticipated that Tri-River’s current management will resign and that TAT will appoint the requisite number of officers, with the requisite experience, in order to satisfy the requirements of the Exchange. Additionally, upon completion of the Transaction, the board of directors of the successor issuer will be comprised of five members all of whom will be nominated by TAT.

 

It is anticipated that the following individuals would be appointed as senior officers and directors of the successor issuer upon the completion of the Transaction:

Matthew Atkinson – Chief Executive Officer and Director

Mr. Atkinson is and has been the Chief Executive Officer of TAT since July 2015. He has over twenty years’ experience in sales and management, including in the sports management and commercial & residential finance industries. He has previously served as a member of senior management for three separate venture companies over the last seven years, where he was focused on growing and managing their respective businesses. He has also previously acted as an event and athlete manager in Australia at Octagon, a sponsorship consulting firm, where he managed and negotiated global sponsorships for elite athletes around the world and where he obtained significant experience working with international sporting associations on licensing deals. Mr. Atkinson has a Bachelor of Science in Business Administration from Pepperdine University.

 

Ryan Hart – President and Director

Mr. Hart has served as the President of TAT since January 2018. He is a finance professional with 20 years of experience in banking, corporate finance and venture capital with a strong emphasis on deal structuring and fundraising. Mr. Hart started his career at Credit Suisse First Boston in equity trading from 1997-1999, and then at UBS in Zurich from 1999-2000 in portfolio management. Mr. Hart has since served as an alternative investment advisor – with a strong focus on hedge funds and venture capital – to independent asset managers and high net worth individuals. Mr. Hart and his clients have been early investors in numerous public and private businesses, including in the information technology, oil and gas, precious metals mining and energy/resource recovery, tobacco as well as timber sectors. Mr. Hart holds a Bachelor Degree in Business Administration and is fluent in German and English.

 

Alan Matthews – Chairman and Director

Mr. Matthews, the Chairman of TAT, has more than 25 years of experience as an entrepreneur and executive in the high tech industry. He has founded multiple companies over his career, including Axceler, Inc., a software company specializing in administration, governance and migration software whose business was sold to Metalogix in 2013; the Talener Group, a placement agency for technical personnel; and Rapid7, Inc., a software company listed on NASDAQ. He has previously served as CEO of Rapid7, Inc. from April 2004 to July 2009 and as Chairman until June 2018. Prior to that, he was a consultant to the investment banking group at Merrill Lynch. He has also developed mortgage backed securities software while at First Boston, coordinated and operated computer graphics lab at HBO/Time Warner and in the late 1970s served as a programmer and designer for the VM operating system at IBM.

 

Information regarding other officers and directors of the successor issuer will be released when available.

 

Closing Conditions

 

The completion of the Transaction is subject to a number of conditions, including but not limited to: the negotiation and execution of a definitive agreement in respect of the Transaction; completion of satisfactory due diligence; completion of the Consolidation; completion of the Concurrent Offering (as defined below); receipt of approval of the Transaction by the board of

directors and securityholders of Tri-River and TAT, as applicable; cancellation of all of TAT’s outstanding options, warrants or other dilutive securities that remain unexercised at closing; the absence of any material adverse change in the ownership and assets of TAT; and receipt of regulatory approval from the Exchange. The Transaction cannot close until the required regulatory and securityholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed, or at all.

 

Financings

 

It is anticipated that, from the execution of the LOI through the closing of the Transaction, TAT will undertake an offering of up to CAD$4,000,000 in unsecured convertible promissory notes (the “Convertible Notes”) bearing simple interest at a rate of 8% per annum, which will be automatically convertible into TAT common shares at a price of CAD$0.75 per TAT Share immediately prior to the closing of the Transaction (the “Bridge Financing”). At the closing of the Transaction, all of the TAT common shares received upon the conversion of the Convertible Notes will be exchanged for Tri-River common shares (post-Consolidation). All of the proceeds of the Bridge Financing are expected to be used to cover the costs associated with the completion of the Transaction, however, any remaining funds will be used to fund the successor issuer’s business operations.

 

Additionally, in connection with the Transaction, TAT is to undertake a concurrent financing of not less than CAD$4,000,000 through the sale of subscription receipts to fund the working capital requirements of the successor issuer and to meet the minimum listing requirements of the Exchange (the “Concurrent Offering”).

 

The terms of the Concurrent Offering will be determined in the context of the market and will be announced in connection with the execution of the definitive agreement. Any securities issued in connection with the Concurrent Offering will be subject to a four month and one day statutory hold period pursuant to applicable Canadian securities laws for purchasers in Canada. TAT may pay a finder’s fee in connection with the Concurrent Offering up to the maximum allowable under the policies of the Exchange.

 

Trading of the Tri-River’s common shares will remain halted until completion of the Transaction or until satisfactory documentation is filed with the Exchange.

 

Tri-River intends to seek an exemption from the sponsorship requirements of Policy 2.2 of the Exchange in connection with the Transaction.

 

No advances to TAT are contemplated and no finder’s fees are payable in connection with the Transaction other than fees at market rates payable to the agent in connection with the Concurrent Offering.

 

Additional information about the Transaction will be provided by way of a subsequent news release.

Advisors and Counsel

 

Gowling WLG (Canada) LLP is acting as Canadian legal counsel and Davis Wright Tremaine LLP is acting as U.S. legal counsel to TAT, while Woods & Company is acting as legal counsel to Tri-River.

 

About Tri-River Ventures Inc.

 

Tri-River is an inactive Canadian based company that is listed on the NEX board of the TSX Venture Exchange.

 

For further information, please contact:

Y.B. Ian He at (604) 306-586, Michael Woods at (604) 925 0551

 

About Tikatap Pty Ltd.

 

Tikatap operates a comprehensive event ticketing platform that provides users access to digital tickets to high school events in the United States via web and mobile applications.

 

For further information, please contact: Ryan Hart (917) 913 9303

 

Cautionary Notes

 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved of the contents of this news release. Neither the TSX Venture Exchange, nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news 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 Tri-River Ventures Inc. should be considered highly speculative.

 

The Tri-River common shares to be issued in the Transaction 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 in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

 

Forward-looking Statements

 

This news release contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable securities laws (“forward-looking statements and information”). Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “continue”, “plans” “anticipates” or similar terminology. Forward-looking statements and information include, but are not limited to, statements with respect to the Transaction, the requisite regulatory and shareholder approvals in respect thereof and proposed Bridge Financing and Concurrent Offering in connection with the Transaction. Although TAT and Tri-River (the “Companies”) believe that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Companies can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in Tri-River’s periodic filings with the Canadian securities regulators, and assumptions made with regard to: the Companies’ ability to complete the proposed Transaction; the Companies’ ability to secure necessary shareholder, legal and regulatory approvals required to complete the Transaction; TAT’s ability to complete the Concurrent Offering or Bridge Financing; Tri-River’s ability to complete the Consolidation and the Companies’ ability to achieve the synergies expected as a result of the Transaction. Furthermore, the forward-looking statements and information contained in this news release are made as at the date of this news release and neither of the Companies undertake to update and/or revise any forward-looking statement or information contained herein, whether as a result of additional information, future events and/or otherwise, except as may be required by applicable securities laws.

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