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/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
TGS Esports Inc. (" TGS " or the " Company ") (TSXV: TGS) is pleased to update its disclosure regarding the non-binder letter of intent dated February 16, 2022 with with respect to a potential business combination (the " Transaction ") with certain subsidiaries of an arm's length entertainment, travel and media company (the " MediaCo ") which would result in a reverse takeover of the Company by the shareholders of MediaCo, as first announced on February 18, 2022 .
TGS and MediaCo continue to conduct due diligence and work towards the establishment of a definitive structure with respect to the Transaction. A comprehensive news release in accordance with TSX Venture Exchange (" TSXV ") Policy 5.2 – Changes of Business and Reverse Takeovers will be provided if and when the parties enter into a definitive agreement.
The Company is also pleased to announce that, further to its February 18, 2022 news release, it has received drawdowns in the aggregate amount of $1,000,000 from certain arms' length lenders who agreed to advance funds to the Company as an unsecured loan (the " Loan "). The proceeds of the Loan are expected to be used by the Company for its working capital commitments, including equipment purchases, salaries, and payment of outstanding obligations, and to fund the Company's expenses in connection with the evaluation and completion of the Transaction.
For more information on the Transaction and the Loan, please refer to the Company's February 18, 2022 news release filed under its profile on SEDAR .
Additional Information
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested 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 TGS Esports Inc. 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 news release.
About TGS Esports Inc.
TGS Esports builds gaming strategies for brands looking to connect with any gaming community. This includes planning and executing live and digital tournaments, live broadcasting, influencer campaigns, and scholastic integration. Tournaments are held on TGS' proprietary social gaming platform Pepper allowing communities to interact and engage in one space. The combination of TGS esports event expertise and next generation software creates an unparalleled esports experience that allows brands to reach their desired gaming demographic.
On behalf of the Board of Directors
Spiro Khouri , CEO
TGS Esports Inc.
Disclaimer for Forward-Looking Information
Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the Company, the completion of the Transaction and the Loan. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including, but not limited to, statements regarding the entry into of a definitive agreement with respect to the Transaction as well as the closing thereof and the anticipated use of proceeds from the Loan. 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. These risks include that: TGS and MediaCo may not settle on a definitive transaction structure and enter into a definitive agreement with respect to the Transaction; the requisite corporate approvals of the directors and shareholders of TGS or MediaCo, as applicable, for the Transaction may not be obtained; the TSXV may not approve the Transaction; the anticipated use of proceeds of the Loan may change; and other general business, economic, or market related risks beyond the director control of the Company and which may affect the Company's business and operations. The novel strain of coronavirus, COVID-19, also poses ongoing risks that are currently indescribable and immeasurable. 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. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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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