21:39:06 EDT Fri 03 May 2024
Enter Symbol
or Name
USA
CA



Tiidal Gaming Group Corp
Symbol TIDL
Shares Issued 87,603,908
Close 2023-11-01 C$ 0.11
Market Cap C$ 9,636,430
Recent Sedar Documents

Tiidal Gaming begins substantial issued bid

2023-11-02 13:53 ET - News Release

Mr. Tom Hearne reports

TIIDAL ANNOUNCES COMMENCEMENT OF SUBSTANTIAL ISSUER BID

Tiidal Gaming Group Corp., further to its press release dated Oct. 30, 2023, has launched its previously announced substantial issued bid, pursuant to which the company will offer to purchase for cancellation all of its issued and outstanding common shares, being 87,603,908 shares, for aggregate cash consideration of up to $10,731,478.73 or 12.25 cents per share. The Offer commences today and will expire at 5:00 p.m. (Eastern time) on December 7, 2023, unless extended, varied or withdrawn.

The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") containing the terms and conditions of the Offer and instructions for tending Shares have been filed with the applicable Canadian securities regulatory authorities and mailed to registered shareholders. The Offer Documents are available under the Company's SEDAR+ profile at www.sedarplus.ca. Shareholders are urged to carefully read the Offer Documents prior to making a decision with respect to the Offer.

The Company engaged BDO Canada LLP ("BDO") 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. The valuation report from BDO contains BDO's opinion that, based on the scope of their review and subject to the restrictions, methodologies and assumptions noted therein, the fair market value of the Shares as at October 20, 2023 was $0.122. A copy of BDO's valuation report is included in the Offer Documents.

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 not conditional upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions and the Company reserves 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 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.

Odyssey Trust Company ("Odyssey") 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 advisors and make their own decisions as to whether to deposit Shares under the Offer, and, if so, how many Shares to deposit.

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 applicable 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.

ABOUT TIIDAL GAMING

Tiidal Gaming is a media and technology platform enabling next generation engagement in esports and gaming. The Company is positioned at the intersection of gaming, media, and betting and enable our 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 fan and consumer and building the future of game-based entertainment.

We seek Safe Harbor.

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