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Sojourn Ventures Inc. Announces Letter of Intent for Proposed Acquisition of Euroclub Holding Ltd and Related Private Placement

Financings Management Changes Mergers & Acquisitions

January 6, 2016

TSX Venture Exchange Trading Symbol: SOJ.V

Sojourn Ventures Inc. ("Sojourn”) is pleased to announce that it has entered into a binding letter of intent (the “LOI”) on December 28, 2015 with respect to the proposed acquisition of Euroclub Holding Ltd. (“Euroclub”) (the “Proposed Transaction”).

In operation since early 2012, Euroclub is an online gaming company with licenses in the United Kingdom and Malta. Euroclub provides an advanced multi-gaming platform for business-to-business and direct to consumer services integrated with a full suite of gaming products for social and real money play, including poker, casino, sports betting and skill games. Nick Mellios of Vancouver British Columbia is a majority and controlling shareholder of Euroclub and he will remain a majority shareholder of the resulting issuer upon completion of the Proposed Transaction.

“I am pleased to announce the proposed transaction with Euroclub”, remarked Joel Dumaresq, CEO of Sojourn. “Euroclub has a prominent niche in the online gaming sector and the proposed transaction will give Sojourn’s shareholders an opportunity to participate in a growing and profitable market. We believe the combination of Sojourn’s public company expertise, Euroclub’s online gaming experience and the access to capital markets will position Euroclub to accelerate its growth through strategic partnerships, acquisitions and organic growth.”

It is anticipated that the Proposed Transaction will be effected as a reverse take-over (as such term is defined under the policies of the TSX Venture Exchange) in which Sojourn will acquire 100% of the common shares of Euroclub. In conjunction with the Proposed Transaction, Sojourn proposes to undertake a best efforts private placement of its common shares for gross proceeds of up to CAD$1 million, at a price to be determined by Sojourn’s board of directors and (the “Concurrent Placement”). It is proposed that the shareholders of Euroclub will receive approximately 152,173,918 common shares of Sojourn, representing approximately 91% of Sojourn before giving effect to the Placement. Upon completion of the Proposed Transaction, Sojourn will change its name to align with the new global brand Euroclub is developing and shall carry on the business presently carried on by Euroclub.

“On behalf of Euroclub, “I am delighted to be working together with the Sojourn team to form our public listing,” commented Nick Mellios, Chief Executive Officer of the Company. “A listing on the TSX Venture Exchange is a key part of our strategy in building a leading global business in social and real money gaming, helping us secure the resources to effectively execute our business plan and providing our customers with a regulated and transparent platform.”

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The terms of the Proposed Transaction will be set out in a definitive agreement (the “Definitive Agreement”), which will contain representations and warranties for the benefit of each of the parties and closing conditions as are in each case customary in comparable transactions of this nature. The Definitive Agreement will provide that closing of the Proposed Transaction is subject to a number of conditions, being satisfied or waived by one or more of the parties at or prior to closing, including the following:

  • completion of the Placement;
  • receipt of all required shareholder approvals from Sojourn’s shareholders;
  • Sojourn having a minimum cash balance of $200,000 at the closing date;
  • accuracy of the representations and warranties contained in the Definitive Agreement as of the Closing Date;
  • no material adverse change with respect to the Parties will have occurred;
  • receipt of all required regulatory(including TSXV approval), stock exchange, creditor, court and security holder approvals; consents, waivers exemptions and orders;
  • Euroclub holding all licenses, rights, intellectual property and any other assets necessary for the operation of its business.
  • Satisfactory completion of due diligence by both Euroclub and Sojourn; and
  • Approval by Sojourn’s board of directors.

It is anticipated that the number of board members for the resulting issuer will be set at five, with Euroclub appointing two board members and Sojourn appointing one. Nick Mellios from Euroclub and John Meekison from Sojourn will be appointed to the board of the resulting issuer with a second director from Euroclub to be appointed prior to closing. Two additional independent board members will be appointed by mutual agreement of Sojourn and Euroclub. Current board members of Sojourn not appointed to the board of the resulting issuer will resign.

As part of the Transaction, Sojourn will loan Euroclub $100,000. The loan will bear interest at 4% per annum, have a term of one year, and will be evidenced by a promissory note secured by the assets of Euroclub. The loan is subject to TSX Venture Exchange approval, and will be paid out to Euroclub within ten days of obtaining such approval.

The terms of the promissory note and security agreements shall be negotiated by Sojourn and Euroclub, acting reasonably, and shall provide that (a) if Euroclub elects not to proceed with the Transaction, the loan will become immediately due and payable within 10 days of failure to complete with a penalty of $25,000; and (b) in the event that Sojourn elects not to proceed with the Transaction, the loan amount will be reduced by $25,000. If either party

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exercises its right to terminate the Transaction if TSX Venture Exchange approval is not received on or before May 31st 2016, either party may elect not to proceed without penalty.

The final composition of the board and management of the resulting issuer after closing has not yet been determined. A sponsor and agent for Concurrent Placement and the pricing of the Concurrent Placement have not been determined. The Proposed Transaction is an arm’s length transaction. Following completion of the Proposed Transaction, the resulting issuer will be an industrial issuer under the policies of the TSX Venture Exchange.

There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Sojourn will provide further updates as the process of negotiating the Definitive Agreement advances.

On behalf of the Board of Directors,

"Joel Dumaresq"

Joel Dumaresq President, Chief Executive Officer and Director

For further information please contact:

Joel Dumaresq Telephone: (604) 306-4000 Fax: (604) 602-19699 Email: [email protected]

This news release contains statements about Sojourn's expectations regarding the Proposed Transaction that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although Sojourn believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to come to an agreement respecting the Proposed Transaction. The forward-looking statements contained in this news release are made as of the date hereof, and Sojourn undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

Neither the 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 accuracy or adequacy of this release.