File: '\\swfile\EmailIn\20250428 114259 Attachment Press Release_TGsxMG.docx'

TGS Esports Inc. to sell Business to Midnight Gaming Corporation for Share Based Consideration

Vancouver, British Columbia, April 29, 2025 - TGS Esports Inc. (TSXV:TGS) ("TGS Esports" or the "Company") is pleased to announce it has entered into a Definitive Asset Purchase Agreement (the "Agreement") dated February 27th, 2025 with Midnight Gaming Corporation ("Midnight Gaming"). This transaction unites Midnight Gaming, a leader in the gaming technology space, with TGS Esports, a growing esports and gaming organization.

TGS Esports is a company focused on connecting brands with fans of the gaming community. This is done through robust marketing campaigns featuring live events, digital tournaments, influencer campaigns, social media integration, and experiential activations. TGS Esports was established in 2018 and is an industry leader in Canada.

By acquiring the business of TGS Esports, Midnight Gaming continues to grow influence world-wide as a leader in in esports media and events. Ken McGraw, CEO of Midnight Gaming, says: "The addition of TGS Esports to Midnight's robust subsidiary portfolio is a key component to our future growth at Midnight Gaming."

Summary of Acquisition

As part of the Agreement, Midnight Gaming will be assigned substantially all TGS Esports intellectual property ("IP") and assets. This IP includes TGS Esports social media channels, website domains, and brands, while the other assets to be acquired include various gaming and AV equipment such as PCs, peripherals, monitors, and more. Midnight Gaming will also assume certain existing contracts currently signed with TGS Esports as well as certain liabilities currently held by TGS Esports.

Midnight Gaming will complete the acquisition in consideration for common shares of Midnight Gaming equal to USD$18,000,000 in value, as determined by the initial price for which such common shares are offered to the public (the "IPO Price") pursuant to an initial public offering on the NASDAQ stock exchange for minimum gross proceeds of USD$5 million (the "Initial Public Offering"). In the event that the value weighted average price of the Midnight common shares for the twenty (20) trading days immediately following the Initial Public Offering (the "Market Price") is less than the IPO Price, the Buyer shall then also issue such number of common shares as is determined by multiplying the number of Closing Shares by the difference between the IPO Price and the Market Price, and dividing the product by the Market Price.

As contemplated in the Agreement, completion is subject to certain conditions, including, without limitation, delivery of TGS Esports audited financial statements for the prior two years, TSX Venture Exchange approval, TGS Esports shareholder approval and completion of an initial public offering by Midnight Gaming on the NASDAQ stock exchange.

Upon completion of the transaction, TGS Esports will develop a plan to reactivate and will consider a distribution of all or a portion of Midnight Gaming common shares held by it. TGS Esports is currently subject to a cease trade order (the "CTO") issued by certain Canadian Securities Administrators.

About TGS Esports Inc.

TGS Esports is a full-service marketing solutions provider that specializes in engaging video game and esports fans. TGS Esports creates gaming strategies and marketing programs for brands that want to connect with diverse communities of gamers in any genre, anywhere they play. TGS Esports works with an extensive network of influencers, creators, and gaming community organizations to create unique content for every digital and social media platform. TGS Esports builds custom brand activations for live, in-person engagement, for long and short form video, and for live streaming events and tournaments. TGS Esports has unmatched expertise in cultivating relationships and driving viewership among highly coveted and elusive young audiences. For more information, please visit TGSEsports.gg.

About Midnight Gaming

Midnight Gaming is a technology leader in esports media, connecting brands and advertisers to the esports industry. Midnight Gaming has its roots in competitive esports. That history sharpens is approach in facilitating quality events and activations, that please both gamer and advertiser. Midnight Gaming is committed to growing the esports industry from the gamer perspective and increasing the involvement of corporate partners in quality events worldwide.

Company Contact

Spiro Khouri - skhouri@thegamingstadium.com

Forward-Looking Statements

This news release contains certain forward-looking statements and forward-looking information within the meaning of applicable securities laws, which are based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, and expectations or beliefs of future performance, areare "forward-looking statements." The forward-looking information and statements included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to: any expected preparation for, completion of, results of, and effects of the transactions provided for in the Agreement (the "Transactions"), whether on the terms described herein or at all; any expectations of future performance or growth of the businesses of TGS Esports or Midnight Gaming; any expected assumptions by one party of the contractual obligations or other liabilities of the other; any statements concerning Midnight Gaming's intended initial public offering; any statements concerning potential reactivation of TGS Esports following completion of the Transactions; any statements concerning a potential distribution of some or all of the Midnight Gaming common shares to be received by TGS Esports pursuant to the Transactions; and any statements concerning the continuance or removal of the CTO.

In respect of the forward-looking statements and information included in this press release, TGS has provided such in reliance on certain assumptions that it believes are reasonable at this time. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond TGS Esports' control. Such risks and uncertainties include: that the Transactions may not be completed on timelines presented or suggested, on the terms herein described or at all for a number of reasons including, without limitation, as a result of the occurrence of a material adverse change, disaster, change of law, or other failure to satisfy the conditions to closing of the Transactions; that the Company will not be able to raise sufficient funds to complete the Transactions or any additional corporate actions thereafter; that the Company will not derive the expected benefits from the Transactions; any failure to receive required consents for the Transactions, including the approval of the TSX Venture Exchange, the approval of the shareholders of TGS Esports, and any third-party consents required to permit assumptions of contractual and other obligations by Midnight Gaming; any inability of Midnight Gaming to complete its initial public offering; any failure of the Company to develop a plan to reactivate following the Transaction; that no distribution will be made of Midnight Gaming common shares to the shareholders of the Company; any inability of the Company to have the CTO lifted; the volatility of global capital markets over the past several years has generally made the raising of capital more difficult; inflationary cost pressures may escalate the Company's operating costs; as well as other risk factors in the Company's other public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. The Company undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in the Company's expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this offering document is expressly qualified by this cautionary statement..

When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Should any factor affect the Company in an unexpected manner or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.