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File: '\\doc\emailin\20200730 172907 Attachment News Release announcing closing of the Private Placement and the Qualify
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TGS ESPORTS INC.
4211 No. 3 Road
Richmond, BC V6X 2C3
TGS Esports Inc. Completes Qualifying Transaction
and $1.58 Million Private Placement
VANCOUVER, BC - July 30, 2020 - TGS Esports Inc. ("TGS" or the "Company") (TSX-V: BROC.P), formerly known as "Brockton V
--->entures Inc.", is pleased to announce it has completed its previously announced Qualifying Transaction (as defined in th
--->e policies of the TSX Venture Exchange (the "Exchange")) with Myesports Ventures Ltd. ("Myesports") and 1231527 B.C. Ltd
--->. ("Newco") to form a publicly traded esports organization focused on providing and hosting esports events, tournaments,
---> and leagues at both the amateur and professional levels both online and in person at The Gaming stadium in Richmond, Br
--->itish Columbia (the "Transaction"). The Company has changed its name to TGS Esports Inc., and its shares are expected to
---> commence trading on the Exchange on or about August 5, 2020 under the symbol "TGS." In connection with the completion o
--->f the Qualifying Transaction, the Company is also pleased to announce it has closed its previously announced private pla
--->cement (the "Private Placement") of 15,830,325 units (each comprised of one share and one warrant) at a price of $0.10 p
--->er unit for gross proceeds of $1,583,032.50.
Spiro Khouri, CEO of TGS, commented "TGS was originally founded with the intent of opening esports facilities in multipl
--->e communities. Over a very short time period we have evolved to handle all aspects of in person and online esports activ
--->ities including tournaments, large scale events, consultation, and production. This transaction allows us to continue ou
--->r growth while exploring new and exciting opportunities in the esports space. The entire TGS team is excited to work wit
--->h 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 h
--->as 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.
Completion of the Private Placement
Concurrently with the completion of the Transaction, the Company raised $1,583,032.50 pursuant to its previously announc
--->ed Private Placement by the issuance of 15,830,325 common shares of the Company (each, a "TGS Share") and 15,830,325 com
--->mon share purchase warrants of the Company (each, a "TGS Warrant"). The TGS Warrants are transferable and entitle the ho
--->lder thereof to acquire one additional TGS Share at a price of $0.20 per share until July 30, 2022, provided that in the
---> event the TGS Shares trade at a price of $0.30 or greater on the Exchange for a period of 20 consecutive days, the Comp
--->any may accelerate the expiry of the TGS Warrants by giving notice to the holders thereof, and in such case, the TGS War
--->rants will expire 30 days following such notice.
In connection with the closing of the Private Placement, the Company paid cash finder's fees of $84,640 and issued 846,4
--->00 non-transferable share purchase warrants (each, a "TGS Broker Warrant") which entitle the holder thereof to acquire o
--->ne TGS Share at a price of $0.20 per share until July 30, 2022 provided that in the event the TGS Shares trade at a pric
--->e of $0.30 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 da
--->ys 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 December 1, 2020.
Two directors of the Company subscribed for an aggregate of 400,000 units pursuant to the Private Placement for gross pr
--->oceeds of $40,000.
The Company completed the Transaction pursuant to the terms and conditions of an amalgamation agreement among the Compan
--->y, Myesports and Newco, pursuant to which the Company acquired all of the outstanding securities of Myesports in exchang
--->e for securities of the Company. On the closing of the Transaction (the "Closing"), all of the issued and outstanding se
--->curities of Myesports were exchanged for corresponding securities of the Company on the terms of the amalgamation agreem
--->ent with the underlying securities of Myesports being cancelled and the following securities of the Company being issued
---> to the former security holders of Myesports: an aggregate of 47,452,831 TGS Shares to the former shareholders of Myespo
--->rts, and warrants to acquire an aggregate of 473,804 TGS Shares were issued to the former warrant holders of Myesports.
--->An arm's length finder was issued non-transferable warrants to acquire 4,000,000 TGS Shares at an exercise price of $0.1
--->0 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 (the "Escrow Agreement")
---> with Computershare Investor Services Inc. and certain former shareholders of Myesports as required by the policies of t
--->he Exchange. Pursuant to the Escrow Agreement, an aggregate of 37,271,941 TGS Shares (the "Escrow Shares") issued to cer
--->tain former shareholders of Myesports will be held in escrow. 10% of the Escrow Shares were released on the Closing, and
---> an additional 15% of the Escrow Shares will be released every six months thereafter with the final balance being releas
--->ed 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 res
--->trictions under the policies of the Exchange, whereby they are subject to a 4 month hold period with 20% released on the
---> Closing, and an additional 20% will be released every month thereafter with the final balance being released on the dat
--->e that is four months from the Closing.
For additional information regarding the Transaction, please refer to the Amended and Restated Filing Statement of the C
--->ompany dated May 29, 2020, which is available on SEDAR under the Company's profile.
Directors, Officer and Insiders of the Company
On the completion of the Transaction, Spiro Khouri and Bryan Loree were appointed as Chief Executive Officer and Chief F
--->inancial Officer of the Company, respectively. The board of directors is comprised of Ravinder Mlait who is continuing a
--->s a director, and Spiro Khouri, Jeremy Wright, Spencer Smyl, and Chi Yan Carolina Li who were each appointed as new dire
--->ctors. Bryan Loree, Jeffrey Mesina and Robby Chang resigned as directors of the Company. On completion of the Transactio
--->n, Lipont Investments Ltd., together with its affiliates, now beneficially owns or has direction or control over 19,064,
--->380 TGS Shares, which represents approximately 28.1% of the issued and outstanding TGS Shares. For additional informatio
--->n regarding the directors and officers, please refer to the Amended and Restated Filing Statement of the Company dated M
--->ay 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 outsta
--->nding, which are held as follows:
4,550,000 shares (6.7%) are held by the shareholders of the Company prior to the completion of the Private Placement and
---> the Transaction;
15,830,325 shares (23.3%) are held by the subscribers under the Private Placement; and
47,452,831 shares (70.0%) are held by the former shareholders of Myesports.
In addition, there are issued and outstanding options and warrants to acquire a further aggregate of 21,795,529 TGS Shar
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Ve
--->nture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information please contact:
TGS Esports Inc.
On behalf of the Board of Directors
Spiro Khouri, CEO
TGS Esports 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. 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 trading of
--->the TGS Shares on the Exchange, the release of TGS Shares from escrow and the business of the Company. Such statements a
--->re subject to risks and uncertainties that may cause actual results, performance or developments to differ materially fr
--->om those contained in the statements, including risks related to factors beyond the control of the Company. The risks in
--->clude the following: the unknown magnitude and duration of the effects of the COVID-19 pandemic and other risks that are
---> customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-l
--->ooking statements will 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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