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VANCOUVER, BC,
March 16, 2022 /CNW/ -
TGS Esports Inc. ("TGS" or the "Company") (TSXV:
TGS) is pleased to update its disclosure regarding the non-binder
letter of intent dated February 16,
2022 with with respect to a potential business combination
(the "Transaction") with certain subsidiaries of an arm's
length entertainment, travel and media company
(the "MediaCo") which would result in a reverse
takeover of the Company by the shareholders of MediaCo, as first
announced on February 18, 2022.
TGS and MediaCo continue to conduct due diligence and work
towards the establishment of a definitive structure with respect to
the Transaction. A comprehensive news release in accordance with
TSX Venture Exchange ("TSXV") Policy 5.2 – Changes of
Business and Reverse Takeovers will be provided if and when the
parties enter into a definitive agreement.
The Company is also pleased to announce that, further to its
February 18, 2022 news release, it
has received drawdowns in the aggregate amount of $1,000,000 from certain arms' length lenders who
agreed to advance funds to the Company as an unsecured loan (the
"Loan"). The proceeds of the Loan are expected to be used by
the Company for its working capital commitments, including
equipment purchases, salaries, and payment of outstanding
obligations, and to fund the Company's expenses in connection with
the evaluation and completion of the Transaction.
For more information on the Transaction and the Loan, please
refer to the Company's February 18,
2022 news release filed under its profile on SEDAR.
Additional Information
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable, disinterested shareholder approval. Where applicable,
the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the
transaction 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 prepared
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 TGS Esports Inc. should be considered 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 news release.
About TGS Esports Inc.
TGS Esports builds gaming strategies for brands looking to
connect with any gaming community. This includes planning and
executing live and digital tournaments, live broadcasting,
influencer campaigns, and scholastic integration. Tournaments are
held on TGS' proprietary social gaming platform Pepper allowing
communities to interact and engage in one space. The combination of
TGS esports event expertise and next generation software creates an
unparalleled esports experience that allows brands to reach their
desired gaming demographic.
On behalf of the Board of Directors
Spiro Khouri, CEO
TGS Esports Inc.
Disclaimer for Forward-Looking Information
Certain statements in this news release are forward-looking
statements, which reflect the expectations of management regarding
the Company, the completion of the Transaction and the Loan.
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, statements regarding the entry into of a
definitive agreement with respect to the Transaction as well as the
closing thereof and the anticipated use of proceeds from the Loan.
Such statements 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. These risks
include that: TGS and MediaCo may not settle on a definitive
transaction structure and enter into a definitive agreement with
respect to the Transaction; the requisite corporate approvals of
the directors and shareholders of TGS or MediaCo, as applicable,
for the Transaction may not be obtained; the TSXV may not approve
the Transaction; the anticipated use of proceeds of the Loan may
change; and other general business, economic, or market related
risks beyond the director control of the Company and which may
affect the Company's business and operations. The novel strain of
coronavirus, COVID-19, also poses ongoing risks that are currently
indescribable and immeasurable. No assurance can be given that any
of the events anticipated by the forward-looking statements will
occur or, if they do occur, what benefits the Company will obtain
from them. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE TGS Esports Inc
