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Brockton closes QT, $1.58M placement; changes name

2020-07-30 20:36 ET - News Release

Mr. Spiro Khouri reports

TGS ESPORTS INC. COMPLETES QUALIFYING TRANSACTION AND $1.58 MILLION PRIVATE PLACEMENT

TGS Esports Inc., formerly known as Brockton Ventures Inc., has completed its previously announced qualifying transaction (as defined in the policies of the TSX Venture Exchange) with Myesports Ventures Ltd. and 1231527 B.C. Ltd. (Newco) to form a publicly traded e-sports organization focused on providing and hosting e-sports events, tournaments and leagues at both the amateur and professional levels both on-line and in person at the Gaming Stadium in Richmond, B.C. The company has changed its name to TGS Esports Inc., and its shares are expected to commence trading on the exchange on or about Aug. 5, 2020, under the symbol TGS. In connection with the completion of the qualifying transaction, the company is also pleased to announce it has closed its previously announced private placement of 15,830,325 units (each composed of one share and one warrant) at a price of 10 cents per unit for gross proceeds of $1,583,032.50.

Spiro Khouri, chief executive officer of TGS, commented: "TGS was originally founded with the intent of opening e-sports facilities in multiple communities. Over a very short time period, we have evolved to handle all aspects of in-person and on-line e-sports activities, including tournaments, large-scale events, consultation and production. This transaction allows us to continue our growth while exploring new and exciting opportunities in the e-sports space. The entire TGS team is excited to work with our new partners."

About TGS Esports Inc.

TGS Esports Inc. is the parent company of Myesports. Myesports 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.

Completion of the private placement

Concurrently with the completion of the transaction, the company raised $1,583,032.50 pursuant to its previously announced private placement by the issuance of 15,830,325 common shares of the company and 15,830,325 common share purchase warrants of the company. The TGS warrants are transferable and entitle the holder thereof to acquire one additional TGS share at a price of 20 cents per share until July 30, 2022, provided that, in the event the TGS shares trade at a price of 30 cents or greater on the exchange for a period of 20 consecutive days, the company may accelerate the expiry of the TGS warrants by giving notice to the holders thereof, and in such case, the TGS warrants will expire 30 days following such notice.

In connection with the closing of the private placement, the company paid cash finders' fees of $84,640 and issued 846,400 non-transferable share purchase warrants which entitle the holder thereof to acquire one TGS share at a price of 20 cents per share until July 30, 2022, provided that, in the event the TGS shares trade at a price of 30 cents or greater on the exchange for a period of 20 consecutive days, the company may accelerate the expiry of the TGS broker warrants by giving notice to the holders thereof, and in such case, the TGS broker warrants will expire 30 days following such notice.

All securities issued pursuant to the private placement, including the TGS shares, TGS warrants and TGS broker warrants, are subject to a statutory hold period expiring on Dec. 1, 2020.

Two directors of the company subscribed for an aggregate of 400,000 units pursuant to the private placement for gross proceeds of $40,000.

Qualifying transaction

The company completed the transaction pursuant to the terms and conditions of an amalgamation agreement among the company, Myesports and Newco, pursuant to which the company acquired all of the outstanding securities of Myesports in exchange for securities of the company. On the closing of the transaction, all of the issued and outstanding securities of Myesports were exchanged for corresponding securities of the company on the terms of the amalgamation agreement with the underlying securities of Myesports being cancelled and the following securities of the company being issued to the former securityholders of Myesports: an aggregate of 47,452,831 TGS shares to the former shareholders of Myesports, and warrants to acquire an aggregate of 473,804 TGS shares were issued to the former warrantholders of Myesports. An arm's-length finder was issued non-transferable warrants to acquire four million TGS shares at an exercise price of 10 cents per share until July 30, 2022, in connection with the transaction.

In connection with the transaction, the company entered into a value security escrow agreement with Computershare Investor Services Inc. and certain former shareholders of Myesports as required by the policies of the exchange. Pursuant to the escrow agreement, an aggregate of 37,271,941 TGS shares issued to certain former shareholders of Myesports will be held in escrow. Ten per cent of the escrow shares were released on the closing, and an additional 15 per cent of the Escrow shares will be released every six months thereafter with the final balance being released on the date that is 36 months from the closing.

In addition, a further 7,146,202 TGS shares issued to former Myesports shareholders are subject to seed share resale restrictions under the policies of the exchange, whereby they are subject to a four-month hold period with 20 per cent released on the closing, and an additional 20 per cent will be released every month thereafter with the final balance being released on the date that is four months from the closing.

For additional information regarding the transaction, please refer to the amended and restated filing statement of the company dated May 29, 2020, which is available on SEDAR under the company's profile.

Directors, officers and insiders of the company

On the completion of the transaction, Spiro Khouri and Bryan Loree were appointed as chief executive officer and chief financial officer of the company, respectively. The board of directors is composed of Ravinder Mlait, who is continuing as a director, and Mr. Khouri, Jeremy Wright, Spencer Smyl and Chi Yan Carolina Li, who were each appointed as new directors. Mr. Loree, Jeffrey Mesina and Robby Chang resigned as directors of the company. On completion of the transaction, Lipont Investments Ltd., together with its affiliates, now beneficially owns, or has direction or control over, 19,064,380 TGS shares, which represent approximately 28.1 per cent of the issued and outstanding TGS shares. For additional information regarding the directors and officers, please refer to the amended and restated filing statement of the company dated May 29, 2020, which is available on SEDAR under the company's profile.

Capitalization of the company

Following the completion of the private placement and the transaction, there are 67,833,156 TGS shares issued and outstanding, which are held as follows:

  • Shareholders of the company prior to the completion of the private placement and the transaction hold 4.55 million shares (6.7 per cent).
  • Subscribers under the private placement hold 15,830,325 shares (23.3 per cent).
  • Former shareholders of Myesports hold 47,452,831 shares (70.0 per cent).

In addition, there are issued and outstanding options and warrants to acquire a further aggregate of 21,795,529 TGS shares.

We seek Safe Harbor.

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