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File: '\\doc\emailin\20200601 102428 Attachment Brockton - News Release providing update on Qualifying Transaction (May
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BROCKTON VENTURES INC.
7934 Government Road
Burnaby, BC V5A 2E2
Brockton Ventures and Myesports Ventures
Provide Update on Qualifying Transaction
VANCOUVER, BC - June 1, 2020 - Brockton Ventures Inc. ("Brockton" or the "Company") (TSX-V: BROC.P), a capital pool comp
--->any as defined under Policy 2.4 - Capital Pool Companies ("CPC") of the TSX Venture Exchange (the "Exchange"), is provid
--->ing this update on its proposed acquisition (the "Transaction") of all of the outstanding securities of Myesports Ventur
--->es Ltd. ("Myesports") pursuant to an amalgamation agreement dated November 29, 2019, as amended March 6, 2020 (the "Amal
--->gamation Agreement"). The Transaction will constitute the Qualifying Transaction (as defined in Exchange policies) of th
--->e Company, and the combined company that will result from the completion of the Transaction (the "Resulting Issuer") wil
--->l 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 previou
--->sly announced via press release dated December 2, 2010, and the Company announced it had received the conditional approv
--->al 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 Ex
--->change, and an amended and restated filing statement (the "A&R Filing Statement") dated May 29, 2020 regarding the Trans
--->action 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 L
--->egends, Rocket League, Teamfight Tactics, CS:GO, and Fortnite, and providing additional online and television content. W
--->ith physical distancing measures related to the COVID-19 pandemic expected to remain in place for some time, Myesports a
--->nticipates 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 tim
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 Richmo
--->nd, B.C., The Gaming Stadium, for the foreseeable future. Myesports intends to reopen The Gaming Stadium once it is deem
--->ed 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 condu
--->cting 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, su
--->bject to acceleration as more particularly described in the A&R Filing Statement. The Company may pay cash commissions o
--->f up to 8% and issue broker warrants in amounts equal to up to 8% of the proceeds raised to certain brokers in connectio
--->n with the Brockton Private Placement.
In addition, Myesports intends to complete a private placement financing (the "Myesports Private Placement", and togethe
--->r 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 tran
--->sferable warrant (each, a "Myesports Warrant"), with each Myesports Warrant being exercisable into an additional Myespor
--->ts 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 connect
--->ion with the Myesports Private Placement.
The Company and Myesports intend that the combined gross proceeds of the Concurrent Private Placements shall be no less
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 a
--->nticipates 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 p
--->roviding and hosting esports events, tournaments, and leagues at both the amateur and professional levels both online an
--->d in person. Myesports is the operator of Canada's first dedicated esports arena, The Gaming Stadium, located in Richmo
--->nd, British Columbia, which opened in June 2019. Since its inception, Myesports has hosted esports events for games suc
--->h 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 broadcas
--->t production for any event. For more information, visit www.thegamingstadium.com.
All information contained in this press release with respect to the Company and Myesports was supplied, for inclusion he
--->rein, by the respective parties and each party and its directors and officers have relied on the other party for any inf
--->ormation concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance an
--->d if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the
--->Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transac
--->tion will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepa
--->red in connection with the Transaction, any information released or received with respect to the Transaction may not be
--->accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be consid
--->ered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved
--->nor disapproved the contents of this press release.
For more information please contact:
Brockton Ventures Inc.
Rav Mlait, Director, Chief Executive Officer
Myesports Ventures Ltd.
On behalf of the Board of Directors
Brockton Ventures Inc.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regardin
--->g the Company's completion of the Transaction and Concurrent Private Placements. Forward-looking statements consist of
--->statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions
---> regarding the future, including but not limited to the Company completing the Transaction on the terms and conditions o
--->f the Amended Amalgamation Agreement, or at all, the conduct of Myesports' business during the COVID-19 pandemic, the an
--->ticipated growth of Myesports' online business, the reopening of The Gaming Stadium, the Company and Myesports completin
--->g the Concurrent Private Placements and the amount of the gross proceeds to be raised therefrom, commissions to be paid
--->to certain brokers and due diligence listing fees to be paid in connection with the Concurrent Private Placements, the c
--->ompletion deadline for the Closing, and the conditions to be satisfied for completion of the Transaction. Such statement
--->s are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially
---> from those contained in the statements, including risks related to factors beyond the control of the Company. The risks
---> include the following: the unknown magnitude and duration of the effects of the COVID-19 pandemic; the requisite corpor
--->ate approvals of the directors of the parties may not be obtained; the Exchange may not approve the Transaction; suffici
--->ent funds may not be raised pursuant to the Concurrent Private Placements; and other risks that are customary to transac
--->tions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements wil
--->l occur or, if they do occur, what benefits the Company will obtain from them.
This press release is not an offer of the securities for sale in the United States. The securities have not been registe
--->red under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent regist
--->ration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation
--->of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale
--->would be unlawful.
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