Mr. Rav Mlait reports
BROCKTON VENTURES AND MYESPORTS VENTURES
PROVIDE UPDATE ON QUALIFYING TRANSACTION
Brockton Ventures Inc. has provided this update on its proposed acquisition of all of the outstanding securities of Myesports Ventures Ltd. pursuant to an amalgamation agreement dated Nov. 29, 2019, as amended March 6, 2020. The Transaction will constitute the Qualifying Transaction (as defined in Exchange policies) of the Company, and the combined company that will result from the completion of the Transaction (the "Resulting Issuer") will be renamed "TGS Esports Inc." and carry on the business of Myesports. The Resulting Issuer is expected to be listed on the Exchange as a Tier 2 issuer under the symbol "TGS", subject to final Exchange approval. The Transaction was previously announced via press release dated December 2, 2010, and the Company announced it had received the conditional approval for the Transaction from the Exchange via press release dated March 5, 2020.
The Company has now received the conditional approval for certain amendments to the terms of the Transaction from the Exchange, and an amended and restated filing statement (the "A&R Filing Statement") dated May 29, 2020 regarding the Transaction has been filed on SEDAR at www.sedar.com under the Company's profile.
Myesports Business Update
Myesports made the decision to move up the timeline for the implementation of its online strategy to the first 12 months following the closing of the Transaction (the "Closing"), and defer the upgrades to The Gaming Stadium and construction of additional stadiums. The online strategy includes providing online events and tournaments, including for League of Legends, Rocket League, Teamfight Tactics, CS:GO, and Fortnite, and providing additional online and television content. With physical distancing measures related to the COVID-19 pandemic expected to remain in place for some time, Myesports anticipates growth in online event participation as existing participants share their experiences with their networks and due to the fact that through an online platform there are no geographical barriers to participation. Myesports believes that the decision to shift focus to the growth of the online business allows Myesports to maintain, and possibly grow, the strong community that it has invested in building while continuing to operate its business in uncertain economic times.
As a result of the effects of the ongoing COVID-19 pandemic, Myesports has initiated certain changes to its business and operations. On March 16, 2020, Myesports made the decision to temporarily close its brick and mortar location in Richmond, B.C., The Gaming Stadium, for the foreseeable future. Myesports intends to reopen The Gaming Stadium once it is deemed safe for the community as per guidelines set out by government officials and health authorities.
Brockton Private Placement Update
The Company is amending the terms of the private placement financing (the "Brockton Private Placement") that it is conducting in connection with the Transaction, the prior terms of which were described in the Company's press releases dated December 2, 2019 and March 5, 2020. Pursuant to the amended terms of the Brockton Private Placement, the Company intends to issue units of Brockton at a price of $0.10 per unit. Each unit will be comprised of one common share in the capital of the Company (each, a "Brockton Share") and one transferable warrant (each, a "Brockton Warrant"), with each Brockton Warrant being exercisable into an additional Brockton Share at $0.20 per share for two years from the date of issue, subject to acceleration as more particularly described in the A&R Filing Statement. The Company may pay cash commissions of up to 8% and issue broker warrants in amounts equal to up to 8% of the proceeds raised to certain brokers in connection with the Brockton Private Placement.
In addition, Myesports intends to complete a private placement financing (the "Myesports Private Placement", and together with the Brockton Private Placement, the "Concurrent Private Placements") on or before the closing of the Transaction. Pursuant to the Myesports Private Placement, Myesports intends to issue units of Myesports at a price of $0.10 per unit. Each unit will be comprised of one common share in the capital of the Company (each, a "Myesports Share") and one transferable warrant (each, a "Myesports Warrant"), with each Myesports Warrant being exercisable into an additional Myesports Share at $0.20 per share for two years from the date of issue, subject to acceleration as more particularly described in the A&R Filing Statement. Myesports will pay a due diligence and listing fee of $4,000 and may pay cash commissions of up to 8% and issue broker warrants in amounts equal to up to 8% of the proceeds raised to certain brokers in connection with the Myesports Private Placement.
The Company and Myesports intend that the combined gross proceeds of the Concurrent Private Placements shall be no less than $1,300,000.
Second Amendment to the Amalgamation Agreement
On May 29, 2020, the Company, Myesports and 1231527 B.C. Ltd., a wholly-owned subsidiary of the Company, entered into a second amendment to the Amalgamation Agreement (the "Amended Amalgamation Agreement") to provide for, among other things, the amendment to the terms of the Brockton Private Placement and to extend the completion deadline for the Closing to June 30, 2020.
Completion of the Transaction remains subject to a number of conditions, including completion of the Concurrent Private Placements, final approval of the Exchange and other customary conditions for transactions of this nature. The Company anticipates that trading of its common shares will remain halted until completion of the Transaction.
About Brockton Ventures Inc.
Brockton Ventures Inc. is a capital pool company. The Company's principal business activity is to identify and evaluate opportunities for acquisition of assets or business. The Company is headquartered in Burnaby, B.C.
About Myesports Ventures Ltd.
Myesports Ventures Ltd. was created in Vancouver, British Columbia, in 2018, and is an esports organization focused on providing and hosting esports events, tournaments, and leagues at both the amateur and professional levels both online and in person. Myesports is the operator of Canada's first dedicated esports arena, The Gaming Stadium, located in Richmond, British Columbia, which opened in June 2019. Since its inception, Myesports has hosted esports events for games such as League of Legends and Fortnite, as well as organized and hosted the Pinnacle event at the River Rock Casino and the Burnaby Festival of Learning. Myesports also hosts regular online tournaments as well as provides high quality broadcast production for any event. For more information, visit www.thegamingstadium.com.
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