Metallum Resources Enters Into Letter of Intent With Oneup Games to Complete a Business Combination - Seite 2

Trading in the common shares of Metallum has been halted. It is unlikely that the common shares of Metallum will resume trading until the Transaction is completed and approved by the TSXV.

Conditions to Transaction

Prior to completion of the Transaction (and as conditions of closing, among other things):

• Each of OneUp Sports and Metallum shall complete satisfactory due diligence investigations.
• OneUp Sports must complete a private placement financing (the "Offering") for minimum gross proceeds of not less than $3,000,000. The terms and pricing of such financing and the involvement of any agents has not yet been determined and will be dependent on various factors, including market conditions.
• OneUp Sports and Metallum will enter into a Definitive Agreement in respect to the Transaction on or before June 30, 2015, which Definitive Agreement shall be approved by the respective boards of directors of OneUp Sports and Metallum.
• Metallum will obtain all requisite shareholder approvals for the Transaction.
• All requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.

The Proposed Transaction

Terms of the Transaction

Metallum proposes to acquire all of the securities of OneUp Sports pursuant to the terms of the Definitive Agreement. The valuation of Metallum and OneUp Sports on a diluted basis and before the Offering shall be US$57,500,000, with the valuation attributed to Metallum to be US$7,500,000 (13%) and the valuation attributed to OneUp Sports to be US$50,000,000 (87%).

About OneUp Sports

OneUp Sports innovative mobile sports platform currently serves a rapidly expanding base of over 30 million users, benefitting from a trend of significant revenue growth. The OneUp platform offers sports fans live-action mobile applications (apps) and services for leagues, professional and college teams, and popular Sports Media partners. The platform offers fan engagement features that include social and fantasy gaming, live content, in-stadium experiences, messaging/chat, proprietary ticketing and various other revenue generating features. The platform includes an integrated media and sponsorship offering delivering maximum value to global brands and partners. OneUp Sports has launched some of the industry's most popular sports apps including; NFL & MLB Connect, two of the leading professional league second screen-screen applications which allow fans and friends to compete with each other based on real live events that happen during games; The Toronto Maple Leafs Mobile app that connects their fan base on mobile devices; and Washington Redskins, the official app of Washington, D.C. based Redskins fans. The company provides applications and services to a growing number of pro and college organizations including the L.A. Lakers, the L.A. Clippers, the Toronto Raptors, Tottenham HotSpur, FCBarcelona and the PGA Tour. OneUp's apps are used on various devices in North America and internationally. OneUp Sports, LLC was incorporated in 2010 and is based in Palm Beach Gardens, Florida with locations in the United Kingdom; New York, New York; and Washington, D.C.