TGS Esports Inc. is pleased to announce that, further to its news releases dated October 7, 2020 and November 17, 2020 it has completed its previously announced arm's length acquisition of Volcanic Media Inc. pursuant to the terms of a share exchange agreement dated November 13, 2020 among the Company, Volcanic and the shareholders of Volcanic . Volcanic is at the forefront of scholastic esports in Canada and it has ...

 TGS Esports Inc. (" TGS " or the " Company ") (TSXV: TGS) (FRA: 5RH) is pleased to announce that, further to its news releases dated October 7, 2020 and November 17, 2020 it has completed its previously announced arm's length acquisition (the " Acquisition ") of Volcanic Media Inc. (" Volcanic ") pursuant to the terms of a share exchange agreement dated November 13, 2020 among the Company, Volcanic and the shareholders of Volcanic (the " Agreement ").

Volcanic is at the forefront of scholastic esports in Canada and it has created an inter-district high school esports league and scholarship program for players within the league—both firsts of their kind in Canada . Additionally, Volcanic is in partnership with various indigenous communities and organizations, such as the Binche Keyoh First Nations, to provide esports events experiences, career growth opportunities and reconciliation through gaming. Future programs include nation to nation esports leagues, skills development programming and much more.

Since the Acquisition was announced, Volcanic entered into a new partnership with a post-secondary institution that includes a twelve-week esports business program set to launch in spring 2021. Volcanic has also recently partnered with a Canadian high school to run a pilot in-class esports program that will launch in Fall 2021.

"Our work with Volcanic has already seen success in the form of a high school league that features twelve schools across two esports, League of Legends and Rocket League," said Spiro Khouri , CEO of TGS. "Onboarding schools and developing scholastic esports leagues is core to increasing our user base and leveraging the tools we are developing with the Pepper platform to provide our customers with a complete and unparalleled esports experience."

"Over the past few years, we have been able to build a solid foundation with Volcanic. With the support of TGS we now have the ability to scale quickly and implement programs without hesitation. We are already seeing new partnerships emerge and the growth has been amazing in such a short time," said Shawn Caldera , former President of Volcanic. "We are incredibly thankful for the communities, people and organizations that have help us get to where we are, and are incredibly excited to see what new innovations and growth can happen with the TGS family's support."

TGS is proud to offer high schools looking to operate esports leagues access to the Volcanic and Pepper platforms absolutely free of charge—with no fees paid by schools or students. Interested schools can reach out to Shawn Caldera: shawn@volcanic.gg .

Summary of Acquisition

Pursuant to the terms of the Agreement, the Company acquired all of the issued and outstanding common shares of Volcanic (each, a " Volcanic Share ") in exchange for a purchase price of $240,000 (the " Purchase Price "). The Purchase Price is payable by the issuance of such number of common shares of TGS (each, a " TGS Share ") that is equal to the relevant payment (collectively, the " Consideration Shares ").

The Consideration Shares will be distributed upon each of the following milestones being achieved: $40,000 on the date of closing of the Acquisition (the " Closing "); $10,000 on the date that 10,000 new user accounts are registered on Pepper's esports platform or any other TGS platform (the " Platform ") as a result of contracts entered into by Volcanic or otherwise due to the efforts of Volcanic or its principal shareholders (the " Principal Shareholders "); $30,000 on the date that a cumulative total of 40,000 new user accounts are registered on the Platform as a result of contracts entered into by Volcanic or otherwise due to the efforts of Volcanic or the Principal Shareholders; $30,000 on the date that a cumulative total of 70,000 new user accounts are registered on the Platform as a result of contracts entered into by Volcanic or otherwise due to the efforts of Volcanic or the Principal Shareholders; $30,000 on the date that a cumulative total of 100,000 new user accounts are registered on the Platform as a result of contracts entered into by Volcanic or otherwise due to the efforts of Volcanic or the Principal Shareholders; $50,000 on the date that a cumulative total of 150,000 new user accounts are registered on the Platform as a result of contracts entered into by Volcanic or otherwise due to the efforts of Volcanic or the Principal Shareholders; and $50,000 on the date that a cumulative total of 200,000 new user accounts are registered on the Platform as a result of contracts entered into by Volcanic or otherwise due to the efforts of Volcanic or the Principal Shareholders.

The Consideration Shares will be issued at a deemed price equal to the greater of $0.08625 per Consideration Share (being the Discounted Market Price approved by the TSX Venture Exchange (" TSXV ") in regards to the Transaction) and the Discounted Market Price (as defined in the policies of the TSXV) of the TGS Shares on the date of issuance of the Consideration Shares based on the Volume Weighted Average Price of TSXV's share price in the ten (10) trading days prior to the relevant payment date. The discount applicable to the Consideration Shares shall be the lesser of 25% and the maximum discount applicable under the policies of the TSXV on the date of issuance of the Consideration Shares.

Concurrent to and as a condition to Closing, each of Shawn Caldera and JP Perez entered into consulting agreements (together, the " Consulting Agreements ") with TGS pursuant to which they agreed serve the Company as Scholastic Esports Director and Scholastic Esports Manager respectively.

No finder's fees were paid in connection with the Acquisition.

For more information on Volcanic and the acquisition thereof, please see the Company's news releases filed on SEDAR on October 7, 2020 and November 17, 2020 .

About TGS Esports Inc.

TGS Esports Inc. is an esports organization focused on providing an unparalleled esports experience through its expertise in online and in-person event management, broadcast production, and Pepper Esports' tournament software. TGS is the owner of Canada's first dedicated esports arena, The Gaming Stadium, located in Richmond, British Columbia , which opened in June 2019 . The Gaming Stadium hosts regular online tournaments as well as provides high quality broadcast production for any event. For more information, visit www.thegamingstadium.com .

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.

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. 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: 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.

This press release is not an offer of the securities for sale in the United States . The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

SOURCE TGS Esports Inc

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