Oceanside Proposes Change of Business, Name Change, Acquisition of Two Gaming Companies and Financing

TSX VENTURE: OCC

VANCOUVER, Sept. 19, 2014 /CNW/ - Oceanside Capital Corp. (the "Company" or "Oceanside") (TSX VENTURE: OCC) is pleased to announce that it has entered into two separate non-binding letter agreements with Guru Fantasy Reports, Inc. ("Guru") and Pick Nation, Inc. and Stevo Design, Inc. ("Picknation").  The Company proposes to complete a change of business transaction, name change and financing commensurate with its business plan subject to shareholder and all regulatory approvals and will enter into separate definitive agreements to acquire each of Guru and Picknation. Pursuant to the financing, the Company will issue up to 10 million common shares at a price of $1 per common share to raise gross proceeds of up to $10,000,000. 

Guru and Picknation are established multimedia based sports information services providers focused on delivering innovative strategies, predictions and player projections to a subscribed user base.  Both companies are led by some of North America's most influential sports Internet, TV and radio personalities who share their years of experience via web, mobile, TV and radio appearances to thousands of sports enthusiasts.    

Guru Fantasy Reports, Inc.

FantasyGuru.com, launched in 1995, is a subscription-based fantasy football website. The company, which originated as a newsletter published by owner and CEO John Hansen, entered its 20th year in business in 2014. Specializing in the National Football League, the site provides projections, statistical analysis, player rankings, and other tools for subscribers. John Hansen and the site's staff also produce regular podcasts and are very active in social media.

John Hansen began appearing on a sports cable TV show in New Jersey under the name "The Fantasy Guru" in 1994 and quickly gained a reputation for his predictions and evaluations. Hansen's first foray in the fantasy sports media business was a position at ESPN.com, where he was the first fantasy football columnist for the popular Web site. Starting in 1996 he was a columnist for ESPN.com for seven years, ending in 2003, but not before being the first individual to contribute to ESPN's fantasy football coverage online, on ESPN Radio, and on TV. Starting in 2003, Hansen began working with Yahoo! Sports, where his work can still be found today.

When the NFL Network and NFL Films decided to cover fantasy sports, they called Hansen, who appeared weekly on "NFL Fantasy Live" alongside former NFL Player greats and on the NFL Network's "Playbook" show alongside former NFL Players Sterling Sharpe and Solomon Wilcots. Hansen also appeared weekly (from 2003-2009) as the chief fantasy analyst on the "Fantasy Fix" show on Comcast Sportsnet's local stations in Philadelphia, Chicago, New York, Baltimore/Washington, Sacramento, and others. The show also aired nationally on DirectTV.

In 2003, Hansen launched FantasyGuru.com Magazine, an annual fantasy football magazine that featured the first NFL player interview in a fantasy magazine. In 2009 Hansen also had a nationally-syndicated newspaper column that appeared weekly in papers such as the Chicago Sun-Times, Seattle Post-Intelligencer, and the Las Vegas Review-Journal.

In 2004, Sirius NFL Radio was born, and Hansen was contracted to host the network's weekly show "Sirius Fantasy Football." In 2010, due to this show's great success on Sirius, SiriusXM decided to launch an entire channel devoted to fantasy sports and Hansen now hosts the daily program "SiriusXM Fantasy Football".

In 2014, Hansen was contracted to be the chief fantasy analyst for a ground-breaking new TV show that will air on DirectTV each Sunday for the 2014 season. The new show - Fantasy Zone - will air for 7 hours and will be the first national television show that offers immediate fantasy analysis of the games while they're happening.

In 2013 John Hansen was inducted into the Fantasy Sports Writer's Association's Hall of Fame.

For more information, visit www.fantasyguru.com

Pick Nation, Inc

Established over 10 years ago, Picknation is a multimedia platform that offers pay per view sports gaming analysis online and via mobile device. Picknation has compiled some of the most respected experts in the industry who provide unique insights to sports enthusiast on a daily basis across a wide array of sporting events.

Steve Budin, CEO of Picknation has been involved in sports gaming for his entire career and is regarded as one of the leading experts in the industry.  He offers sports picks from his popular handicapping website, SportsInfo.com. By visiting this informative and interactive website, sports enthusiasts can purchase picks from Budin, who is Chief Executive Officer, or other leading handicappers in the field.  Steve Budin is a popular figure in the sports world and has received accolades from his peers.  Mr. Budin has become a familiar figure on television and radio stations, including CBS and ESPN Radio, where he contributes weekly interviews.

For more information, visit www.picknation.com

Pursuant to the letter agreement with Guru, Oceanside will acquire all of the outstanding shares of Guru for consideration consisting of USD$1.75 million in cash (USD$1.5 million of which will be payable on closing and USD$250,000 of which will be held in escrow for a period of 4 years and released where Guru has maintained a stipulated EBITDA), a non-interest bearing promissory note in the principal amount of USD$1 million, payable in equal yearly instalments at each anniversary, and the issuance of USD$500,000 worth of Oceanside common shares.

Pursuant to the letter agreement with Picknation, Oceanside will acquire all of the outstanding shares of Picknation for consideration consisting of USD$5 million in cash and the issuance of USD$1 million worth of Oceanside common shares. Each of the vendors is at arm's length to Oceanside. Both letter agreements provide for a no-shop period of sixty days, during which the parties intend to negotiate and enter into definitive binding agreements.

There can be no assurance that such definitive agreements will be entered into or that the acquisition of Guru and/or Picknation will be completed on the proposed terms or at all. The proposed transactions are each subject to a number of conditions, including the approval of the TSX Venture Exchange, the requisite approval of the Company's shareholders, satisfactory completion of due diligence by Oceanside and other customary closing conditions.

Upon completion of the proposed change of business, the Company intends to appoint Mr. Andrew DeFrancesco as Chairman of the Company. Mr. DeFrancesco is the Founder, Chairman and Chief Executive Officer of the Delavaco Group, a private equity and merchant banking firm with offices in Ft. Lauderdale FL, Scottsdale AZ and Toronto ON. Mr. DeFrancesco's capital raising experience includes having funded or jointly funded in excess of $1.4 billion and he carries over 20 years of capital markets experience through various roles, including head equity trader at one of Canada's leading independent investment banks. Mr. DeFrancesco carries a breadth of corporate experience, having been an executive for numerous companies. Mr. DeFrancesco was the founder and former Chairman of Delavaco Energy Inc., a Canadian Oil and Gas company that sold to a subsidiary of Pacific Rubiales (PRE:TSX) for $102 million. He was also founder and former CEO of Dalradian Resources Inc., an Irish mineral exploration company (DNA:TSX). Mr. DeFrancesco was Co-Founder and former Chairman of P1 Energy, recently sold to Parex Energy (PXT.TSX) for $220 million. He was the founder and former Chairman and CEO of Colcan Energy, sold to Sintana Energy (SNN:TSX).  Mr. DeFrancesco co-led the successful turnaround of American Apparel (APP:NYSE) and Jamba Juice (JMBA:NASDAQ). He was also a key investor and strategic advisor for the IPO to The One Group, which owns and manages STK Restaurants worldwide and Asellina Ristorante as well as Bagatelle in the United States (STK:NASDAQ).  Currently, Mr. DeFrancesco acts as Chairman and CEO of Delavaco Residential Properties Corp. (TSXV: DVO.U; OTCQX: DELAF), a US residential real estate company.  He is also a Partner of Kahala Corp which owns Cold Stone Creamery, Blimpie Subs, Taco Time, Samauri Sam's, Great Steak, NRGize, and America's Tacos. Kahala has approximately $900 million in system sales with over 2700 stores in 25 countries.

"Oceanside is excited to propose to its shareholders a new focus in Gaming at a time when this industry has presented enormous growth potential.  We look forward to working with Mr. DeFrancesco and his partners who will be an integral part to our growth strategy," commented David Schmidt, president and CEO of the Company.

Completion of the transactions described in this news release are subject to a number of conditions, including the approval of the TSX Venture Exchange, the requisite approval of the Company's shareholders, satisfactory completion of due diligence by Oceanside and other customary closing conditions. The transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transactions, any information released or received with respect to the proposed change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Oceanside should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this news release.

SOURCE: Oceanside Capital Corp.