VANCOUVER, BC, March 16, 2022 /CNW/ – TGS Esports Inc. (“TGS“or the”Company“) (TSXV: TGS) is pleased to update its disclosure regarding the non-binding letter of intent dated February 16, 2022 with respect to a potential business combination (the “Transaction“) with certain subsidiaries of an independent 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 Logo (CNW Group/TGS Esports Inc)

TGS and MediaCo continue to conduct due diligence and work to establish a final structure with respect to the Transaction. A full press release in accordance with the 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, following its February 18, 2022 press release, he received direct debits totaling $1,000,000 certain arm’s length lenders who have agreed to advance funds to the Company in the form of an unsecured loan (the “To lend“). The proceeds of the loan are expected to be used by the company for its working capital commitments, including equipment purchases, salaries and the payment of outstanding obligations, and to finance the company’s expenses related to the valuation and completion of the transaction.

For more information on the Transaction and the Loan, please refer to the February 18, 2022 press release filed under his profile on SEDAR.

Further information

Completion of the transaction is subject to a number of conditions, including, but not limited to, acceptance by the TSX Venture Exchange and, if applicable, disinterested shareholder approval. If so, the transaction cannot be completed until the required shareholder approval has been obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, unless otherwise specified in the management information circular or filing statement to be prepared in connection with the transaction, any information published or received regarding the transaction may not be accurate or complete and should not not be invoked. Trading in the securities of TGS Esports Inc. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press 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 streaming, influencer campaigns and school integration. Tournaments are hosted on TGS’ proprietary social gaming platform, Pepper, allowing communities to interact and engage in a single space. The combination of TGS’s esports event expertise and next-gen software creates an unparalleled esports experience that enables brands to reach their desired gaming demographics.

On behalf of the Board of Directors
Spiro KhouriCEO
TGS Esports Inc.

Disclaimer Regarding Forward-Looking Information

Certain statements contained in this press release are forward-looking statements, which reflect management’s expectations 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 entering into a definitive agreement regarding the transaction as well as the closing thereof and the intended use of the loan proceeds. These 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 relating to factors beyond the Company’s control. These risks include that: TGS and MediaCo may not agree on a definitive transaction structure and enter into a definitive agreement with respect to the Transaction; the required corporate approvals of the directors and shareholders of TGS or MediaCo, as the case may be, for the Transaction may not be obtained; the TSXV may not approve the Transaction; the intended use of loan proceeds may change; and other general business, economic or market-related risks which are beyond the control of the directors of the Company and which may affect the business and operations of the Company. The novel strain of coronavirus, COVID-19, also poses ongoing risks that are currently indescribable and immeasurable. There can be no assurance that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will derive therefrom. The Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Neither the 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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