TGS Esports Provides Update on Proposed Acquisition of Pepper Esports

- December 3rd, 2020

TGS Esports Inc. is pleased to provide an update, further to its new release of November 2, 2020 on its proposed acquisition of Pepper Esports Inc. a next generation competitive esports platform, pursuant to an amalgamation agreement among the Company, Pepper and 1271801 B .C. Ltd. a wholly-owned subsidiary of the Company. The Company has now received the conditional approval from the TSX Venture Exchange for the …

TGS Esports Inc. (” TGS ” or the ” Company “) (TSXV: TGS) (FRA: 5RH) is pleased to provide an update, further to its new release of November 2, 2020 on its proposed acquisition (the ” Transaction “) of Pepper Esports Inc. (” Pepper “), a next generation competitive esports platform, pursuant to an amalgamation agreement (the ” Amalgamation Agreement “) among the Company, Pepper and 1271801 B .C. Ltd. (” Subco “), a wholly-owned subsidiary of the Company.

The Company has now received the conditional approval from the TSX Venture Exchange (the ” Exchange “) for the Transaction. The Company, Pepper and Subco entered into an amendment to the Amalgamation Agreement dated December 2, 2020 , which provides for, among other things, the issuance of warrants to purchase common shares of TGS to certain holders of stock options of Pepper who are not eligible to be issued stock options under the Company’s stock option plan.

Completion of the Transaction remains subject to a number of conditions, including the final approval of the Exchange and other customary conditions for transactions of this nature.

About Pepper Esports Inc.

Pepper is a leading esports platform provider that offers an advanced platform to create and manage communities of players, organizers, spectators and sponsors, all in one place.  By working closely with event organizers and live venue operators over the last two years, Pepper has developed a suite of advanced tools to manage esports communities, run world class esports and operate physical gaming venues.

Pepper’s key technologies include its patent pending AI engine, which automatically captures game data to create a tournament experience that extends beyond live gameplay and includes highly demanded features such as global leaderboards, player profiles and statistics, new tournament discovery and digital wallets.

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 proposed 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 . 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, including with respect to: the completion of the Transaction and the acceptance of the Transaction and terms thereof by the Exchange. 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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