14:39:31 EDT Fri 03 May 2024
Enter Symbol
or Name
USA
CA



Tiidal Gaming Group Corp
Symbol TIDL
Shares Issued 87,603,908
Close 2023-11-24 C$ 0.115
Market Cap C$ 10,074,449
Recent Sedar Documents

Tiidal reminds shareholders of substantial issuer bid

2023-11-28 13:08 ET - News Release

Mr. Tom Hearne reports

TIIDAL REMINDS SHAREHOLDERS OF SUBSTANTIAL ISSUER BID AND PROVIDES CLARIFYING DISCLOSURE

Tiidal Gaming Group Corp. reminds shareholders of 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 The offer will expire at 5 p.m. (Eastern Time) on Dec. 7, 2023, unless extended, varied or withdrawn.

The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery containing the terms and conditions of the offer and instructions for tending shares are available under the company's SEDAR+ profile. Shareholders are urged to carefully read the offer documents prior to making a decision with respect to the offer.

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

None of the company, the board of directors of the company nor Odyssey Trust Company 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 company also wishes to clarify certain disclosure in the circular. Based on its review of the circular, staff of the Ontario Securities Commission has requested that pursuant to Multilateral CSA Staff Notice 61-302 and the review program thereunder, the company provide the following clarifying disclosure set out below.

As part of its strategic review of available options to return capital to shareholders following the sale of Tiidal Gaming NZ Ltd., doing business as Sportsflare, as announced on June 9, 2023, the board considered, in addition to the offer, the other conventional means of returning capital to the shareholders (such as, by way of a dividend or a return of capital by way of a reduction in the stated capital account of the shares) and determined to proceed via the offer as it may result in a more favourable tax outcome to shareholders than other conventional means of returning capital. Shareholders should consult their own tax advisers for advice with respect to their particular circumstances and tax considerations applicable to them.

As of the date hereof, Tiidal has not made a determination as to what the business of the company will be following completion of the offer and has not considered what circumstances would cause it to wind up the company. Following completion of the offer, the company will evaluate its financial position, share capitalization and market conditions and determine whether it is in the best interests of the company to acquire, merge with or build an operating business in a yet-to-be-identified sector or to possibly wind up the company. Any decision will be based on the recommendation of the board and will be subject to receipt of corporate, securities and tax law advice and receipt of all required shareholder and regulatory approvals. There can be no assurance that any such options will be implemented by the company.

The company has not received any bona fide offer that relates to the shares or is otherwise relevant to the offer during the 24 months preceding the date that the offer was publicly announced.

To the company's knowledge, as of the date hereof and as set forth below, all of the directors and officers of the company and persons beneficially owning or exercising control or direction over more then 10 per cent of the outstanding shares have tendered or intend to tender all of their shares under the offer. If the offer is successful, each of the interested persons listed herein will not have any voting interest in the company.

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 fan and consumer and building the future of game-based entertainment.

We seek Safe Harbor.

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