File: Attachment News Release - Midnight Termination .pdf

TGS Esports Inc. Terminates Asset Purchase Agreement with Midnight Gaming Corporation

Vancouver, British Columbia, August 28, 2025 - TGS Esports Inc. (TSXV:TGS) ("TGS Esports" or the "Company") announces that the previously announced Asset Purchase Agreement (the "Agreement") dated February 27, 2025 between the Company and Midnight Gaming Corporation has terminated in accordance with the terms of the Agreement.

Both parties have expressed appreciation for the collaborative efforts during the negotiation period and wish each other continued success in future endeavors.

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.

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, are "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.

File: Attachment TGS_Jeff Credit LOI Press Release.pdf

TGS Esports Inc. and Jeff Credit Limited Announce Proposed Business Combination

Not for distribution to U.S. news wire services or for dissemination in the United States.

Vancouver, British Columbia, September 4, 2025 - TGS Esports Inc. (TSXV: TGS.V) ("TGS Esports" or the "Company") announces that it has signed a non-binding letter of intent dated August 15, 2025 (the "LOI") with Jeff Credit Limited (the "Target"). The LOI outlines the general terms and conditions of a proposed business combination and financing transaction having regard to relevant tax, securities and other factors which will result in a reverse take-over of the Company and its shareholders (the "Transaction")

The LOI is intended to be a non-binding proposal regarding the contemplated Transaction, and is subject to the of a definitive agreement concerning the Transaction which incorporates the principal terms of the LOI.

The Resulting Issuer

The Transaction will result in the Company and Target combining their respective businesses and continuing under the name "JEFF CREDIT LIMITED" or such other name as determined by the Target (the "Resulting Issuer"), provided such name is acceptable to the TSX Venture Exchange (the "TSXV"). The Resulting Issuer is expected to continue the business of the Target and the Company with the common shares of the Resulting Issuer (the "Resulting Issuer Shares") being listed on the TSXV subject to required approvals.1

Pursuant to the Transaction, the Company will acquire all of the issued and outstanding common shares in the capital of Target (the "Target Shares") in consideration for issuance of a pro rata percentage (based on respective valuations of the Target and the Company) of the issued and outstanding common shares of the Resulting Issuer at the closing of the Transaction, on a fully diluted basis, based on a valuation of the Company of $100,000 and a valuation of the Target of $8,000,000 as may be amended from time to time upon the mutual written agreement of the parties. Shareholders of Target will become shareholders of the Resulting Issuer.

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.

For further information about the Company please contact:

Spiro Khouri - skhouri@thegamingstadium.com About Jeff Credit Limited

Jeff Credit Limited is a professional lending institution, licensed by the Government of Hong Kong for over a decade. We provide credit to our clients located primarily in Hong Kong underpinned by careful due diligence and robust risk management frameworks.

Our comprehensive credit services include property mortgage loans, personal loans, car loans, and financing solutions for small and medium-sized enterprises (SMEs). We employ advanced risk assessment systems and multiple guarantee mechanisms to ensure sound risk management. Furthermore, the handling and disposal of distressed assets is one of Jeff Credit's specialties.

Looking to the future, Jeff Credit is closely evaluating the ESG-related market. We are planning to partner with providers of green taxis to offer credit services for drivers who need to lease new electric vehicles for their transportation businesses.

Next Steps

Following the execution of the LOI, the Target and the Company will begin to negotiate and settle definitive documentation in relation to the Transaction, including a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") setting forth the detailed terms of the Transaction, including the terms set out in the LOI and such other terms and conditions as are customary for transactions of a similar nature and magnitude of the Transaction. It is expected that an application for the listing of the Resulting Issuer Shares will be submitted to the TSXV following the execution of the Definitive Agreement.

Cautionary Note Regarding Forward-Looking Information

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, are "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 Transaction, whether on the terms described herein or at all; any expectations of future performance or growth of the businesses of TGS Esports or Jeff Credit Limited; any expected assumptions by one party of the contractual obligations or other liabilities of the other; any statements concerning Jeff Credit Limited; any statements concerning potential reactivation of TGS Esports following completion of the Transaction; any statements concerning a potential distribution of some or all of the Jeff Credit Limited's common shares to be received by TGS Esports pursuant to the Transaction; 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 Transaction 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 Transaction; that the Company will not be able to raise sufficient funds to complete the Transaction or any additional corporate actions thereafter; that the Company will not derive the expected benefits from the Transaction; any failure to receive required consents for the Transaction, 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 Jeff Credit Limited; any failure of the Company to develop a plan to reactivate following the Transaction; that no distribution will be made of Jeff Credit Limited's 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.

SOURCE: TGS Esports Inc.