Mr. Tom Hearne reports

TIIDAL PROVIDES UPDATE ON STRATEGIC REVIEW AND ANNOUNCES INTENTION TO COMMENCE SUBSTANTIAL ISSUER BID

Tiidal Gaming Group Corp.'s board of directors has concluded its previously announced strategic review process, as disclosed in the company's press release dated June 9, 2023, which commenced following the sale of Tiidal Gaming NZ Ltd., doing business as Sportsflare, to Entain Holdings (U.K.) Ltd. As part of its strategic review, the board of directors completed a canvas of various strategic alternatives currently available to the company in order to preserve or maximize shareholder value.

Following the completion of the its strategic review process, the board of directors has determined it is in the best interest of the company to return capital to its shareholders by way of a substantial issuer bid to be completed no earlier than Dec. 7, 2023, in accordance with the holdback terms agreed to as part of Sportsflare transaction, and no later than Dec. 31, 2023.

Subject to regulatory approval, pursuant to the offer, the company intends to offer to purchase for cancellation all of its issued and outstanding common shares, being 87,603,908 shares, for cash consideration of 12.25 cents per share, representing an approximately 27-per-cent premium over the company's volume-weighted average price on the Canadian Securities Exchange over the last 20 trading days. Assuming all of the outstanding shares are tendered at the purchase price, an aggregate of $10,731,478.73 would be returned to the shareholders.

The company engaged BDO Canada LLP to provide a valuation report as required pursuant to Section 3.3(1) of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. On Oct. 27, 2023, the company received a valuation report from BDO, which contains BDO's opinion that, based on the scope of its review and subject to the restrictions, methodologies and assumptions noted therein, the fair market value of the shares as at Oct. 20, 2023, was 12.2 cents.

Shareholders wishing to tender to the offer will be entitled to do so pursuant to a tender notice in which they will specify the number of shares being tendered. The offer is expected to commence on or about Nov. 2, 2023, and expire at 5 p.m. Eastern Time on the date that is 35 days from the date the offer is commenced, unless withdrawn or extended. The offer will not be conditional upon any minimum number of shares being tendered. The offer will, however, be subject to other conditions and the company will reserve the right, subject to applicable laws, to withdraw or amend the offer, if, at any time prior to the payment of deposited shares, certain events occur.

The company plans to finance repurchases of shares through available cash on hand. The offer is optional for all shareholders, who are free to choose whether to participate and how many shares to tender. Shareholders who do not deposit their shares will realize a proportionate increase in their equity interest in the company, to the extent that shares are purchased under the offer.

Certain officers, directors and persons holding 10 per cent or more of the company's shares have notified the company of their present intention to tender all or some of their shares pursuant to the offer. Should any of such persons elect to tender shares in connection with the offer, the purchase of their shares under the offer would be a related party transaction for the purposes of MI 61-101 as such persons are "related parties" of the company for purposes of MI 61-101. In such event, the company intends to rely upon the exemptions to obtain minority approval of such related party transaction set forth in MI 61-101.

Details of the offer, including, among other things, the terms and conditions of the offer, instructions for tendering shares to the offer and the factors considered by the board of directors in making its decision to approve the offer, will be included in the formal offer to purchase and issuer bid circular and other related documents. The offer documents will be mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available without charge under the company's profile on SEDAR+. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer.

Odyssey Trust Company has been engaged by Tiidal to act as depository for the offer. Shareholders who have questions regarding the offer or require any assistance tendering shares may contact Odyssey by telephone at 587-885-0960 (toll-free: 1-888-290-1175) or by e-mail at corp.actions@odysseytrust.com.

Tiidal has not engaged a dealer manager for the offer but reserves the right to do so before the offer expires.

The board of directors of the company has approved the offer. However, none of the company, its board of directors nor Odyssey makes any recommendation to any shareholder as to whether to deposit or refrain from depositing shares under the offer. Shareholders are urged to evaluate carefully all information in the offer documents, consult their own financial, legal, investment and tax advisers, and make their own decisions as to whether to deposit shares under the offer and, if so, how many shares to deposit.

The offer referred to in this news release has not yet commenced. This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares. The solicitation and the offer to buy shares will only be made pursuant to the offer documents that are filed with the Canadian securities regulatory authorities. The offer will not be made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making or acceptance of offers to sell shares would not be in compliance with the laws of that jurisdiction.

In connection with the approval of the offer, the board of directors approved the cancellation of an aggregate of 1.6 million options of the company that have an exercise price of 10 cents per share (the in-the-money options) for consideration of 2.25 cents per in-the-money option, representing the difference between the exercise price of the in-the-money options and the purchase price under the offer.

About Tiidal Gaming Group Corp.

Tiidal Gaming is a media and technology platform enabling next-generation engagement in e-sports and gaming. The company is positioned at the intersection of gaming, media and betting and enables its partners to create positive, engaging and immersive fan and consumer experiences. With deep industry roots and expertise, Tiidal is focused on the next generation of fans and consumers and building the future of game-based entertainment.

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