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TGS Esports Inc. (" TGS " or the " Company ") (TSXV: TGS) (FRA: 5RH) is pleased to announce a non-brokered private placement (the " Offering ") consisting of the issuance of up to 5,555,555 units (each, a " Unit ") at a price of $0.18 per Unit for aggregate gross proceeds of $1,000,000 . Each Unit is comprised of one common share (each, a " Share ") and one non-transferrable common share purchase warrant (each, a " Warrant "). Each Warrant will entitle the holder thereof to acquire one Share (each, a " Warrant Share ") at a price of $0.25 per Warrant Share for a period of two years from closing of the Offering, subject to acceleration in the event that the Shares trade at or above $0.40 for ten consecutive trading days.
The proceeds from the Offering are expected to be used for general working capital. Insiders of the Company are leading participation in the Offering. Finder's fees may be payable in connection with the Offering in accordance with the policies of the TSX Venture Exchange (the " Exchange ").
All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the Exchange.
None of the securities to be issued in connection with the Offering will be or have been registered under the United States Securities Act of 1933 , as amended (the " 1933 Act "), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release is being issued pursuant to Rule 135c of the 1933 Act and shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities, in any state where such offer, solicitation or sale would be unlawful.
About TGS Esports Inc.
TGS Esports Inc. is an organization focused on creating the ultimate esports experience. TGS is made up of industry professionals with 20+ combined years in the space of tournament organization, league facilitation, and production. This experience combined with the acquisition of Pepper allows TGS to offer a full suite of tools needed for any player or tournament organizer in esports. TGS is also the owner of Canada's first dedicated esports arena, The Gaming Stadium, located in Richmond, British Columbia , which opened in June 2019.
On behalf of the Board of Directors
" Spiro Khouri "
Spiro Khouri , CEO
TGS Esports Inc.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including with respect to: the Offering, the proceeds of the Offering, insider participation in the Offering and the use of the proceeds of the Offering. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: that the Ordering may not be completed as set out herein, that the requisite approvals for the Offering may not be received, the unknown magnitude and duration of the effects of the COVID-19 pandemic and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them.
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 release.
SOURCE TGS Esports Inc
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