Roosevelt Capital Group Inc. Announces Proposed Qualifying Transaction

Calgary, Alberta--(Newsfile Corp. - September 24, 2019) - Roosevelt Capital Group Inc. (TSXV: ROSV.P) ("Roosevelt" or the "Corporation") is pleased to announce details concerning its proposed arm's length qualifying transaction (the "Transaction") involving a proposed business combination with Maxx Sports Technologies Limited ("Maxx"), a private company incorporated under the laws of the State of Texas.

Maxx is a cutting-edge video streaming technology company that has created a new type of low-cost, high-quality, multi-camera viewer controlled broadcast technology targeting events such as American varsity and NJCAA sports games streamed live and on-demand. Maxx has an experienced leadership team consisting of Peter Luukko, Chairman of Maxx, Executive Chairman of the Florida Panthers Hockey Club as well as Co-Chairman of the Arena Alliance and OVG Facilities (both part of the Oak View Group); Barrie Hansen, CEO and Director of Maxx; and Dave Lantz, President and Director of Maxx. After completing the 2018 acquisition of Texas Sports Radio Network, Maxx plans to acquire other digital sports streaming businesses across the USA. Maxx has entered into an agreement to acquire H.S. Sports Media, LLC doing business as Texan Live, a Texas limited liability company ("Texan Live"), co-founded and jointly owned by Corbert Brocker and Eric Winston, retired 12-year NFL player. Following the completion of the acquisition of Texan Live, Mr. Brocker will continue to lead Texan Live and Mr. Winston will join the Board of Maxx.

After the completion of the acquisition of Texan Live, Maxx will have approximately 76,000,000 common shares ("Maxx Common Shares") issued and outstanding. Prior to completion of the Transaction, Maxx intends to complete two private placement offerings: (i) a private placement of up to USD$4,500,000 in convertible notes, with each note converting into 1,334 Maxx Common Shares and 667 common share purchase warrants, exercisable for a period of two years (the "Convertible Note Placement"); and (ii) a private placement of approximately USD$5,500,000 in common shares at a price expected to be approximately USD$1.00 per common share (the "Common Share Placement"). The Common Share Placement and the Convertible Note Placement are being offered through a brokered private placement in Canada (with Regent Capital Partners acting as agent for the financing), and a non-brokered offering in the United States.

The Corporation has entered into a binding heads of agreement (letter of intent) with Maxx dated September 20, 2019 (the "LOI") pursuant to which the Corporation and Maxx intend to complete a share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternate structure to be determined, having regard to relevant tax, securities and other factors and potentially including a pre-closing reorganization of Maxx, to form a new company ("Newco") called "Maxx Sports & Entertainment". Pursuant to the proposed Transaction, each issued and outstanding Maxx Common Share will be exchanged into one common share of Newco ("Newco Common Share") on a 1:1 basis so that all of the issued and outstanding Maxx Common Shares will be exchanged for approximately 76,000,000 Newco Common Shares (not including Maxx Common Shares issued pursuant to the Common Share Placement and upon the conversion of the securities issued under the Convertible Note Placement), and each unexercised Maxx warrant shall be exchanged for a replacement warrant issued by Newco with the same terms as the respective warrant.

In connection with the Transaction, Roosevelt anticipates that the common shares in the capital of Roosevelt (the "Roosevelt Shares") currently issued and outstanding, will be consolidated (the "Consolidation") on a basis of 3.6 Roosevelt Shares for each one (1) Newco Common Share. Each outstanding stock option and agents' option of Rosoevelt will be exchanged for stock options or agents' options of Newco on an equivalent economic basis.

It is intended that the Transaction, when completed, will constitute the Corporation's "Qualifying Transaction" in accordance with Policy 2.4 of the TSX Venture Exchange (the "Exchange"). A more comprehensive news release will be issued by the Corporation disclosing details of the Transaction, including financial information respecting Maxx, the names and backgrounds of all persons who will constitute insiders of Newco, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:

i) approval of the Transaction by the board of directors of the Corporation;
ii) satisfactory completion of due diligence; and
iii) execution of the definitive agreement.

Shareholder approval is not required with respect to the Transaction under the rules of the Exchange. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required. In the event a final agreement is not reached, the Corporation will notify shareholders. Trading in the Roosevelt Shares has been halted and is not expected to resume trading until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading. Upon closing of the Transaction, Newco expects to list as a Tier 2 Technology issuer. Sponsorship pursuant to the rules of the Exchange may be required and Roosevelt plans to apply for an exemption or waiver from sponsorship. The Corporation has not yet engaged a sponsor.

ABOUT THE CORPORATION

The Corporation is a capital pool company (a "CPC") that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the TSX Venture Exchange Inc.'s CPC policy, until the completion of its qualifying transaction, the Corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

For further information, please contact:

Bruce Bent
Chief Financial Officer

Roosevelt Capital Group Inc.

Telephone: + 1 [phone]
Email: [e-mail]

Forward-Looking Information Cautionary Statement

Statements in this press release regarding the Corporation's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority 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 a capital pool company should be considered highly speculative.

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

Neither 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 adequacy or accuracy of this news release.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "1933 Act") and may not be offered or sold in the United States or to a U.S. person in the absence of such registration or an exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws. The issuer will not make any public offering of the securities in the United States.

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IN THE UNITED STATES

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