Mr. Spiro Khouri reports

TGS ESPORTS INC. TO SELL BUSINESS TO MIDNIGHT GAMING CORPORATION FOR SHARE BASED CONSIDERATION

TGS Esports Inc. has entered into a definitive asset purchase agreement dated Feb. 27, 2025, with Midnight Gaming Corp. This transaction unites Midnight Gaming, a leader in the gaming technology space, with TGS Esports, a growing e-sports 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 worldwide as a leader in e-sports media and events. Ken McGraw, chief executive officer of Midnight Gaming, said, "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 (audiovisual) equipment such as PCs (personal computers), 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 $18-million (U.S.) in value, as determined by the initial price for which such common shares are offered to the public pursuant to an initial public offering on the Nasdaq stock exchange for minimum gross proceeds of $5-million (U.S.) In the event that the value-weighted average price of the Midnight common shares for the 20 trading days immediately following the initial public offering 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 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 e-sports 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-form 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.

About Midnight Gaming Inc.

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

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