TGS Esports Announces Completion of the Acquisition of Leading Competitive Esports Platform, Pepper Esports

VANCOUVER, BC, Dec. 21, 2020 /PRNewswire/ - TGS Esports Inc. ("TGS" or the "Company") (TSXV: TGS) (FRA: 5RH) is pleased to announce that it has completed its previously announced acquisition (the "Acquisition") of Pepper Esports Inc. ("Pepper"), a next generation competitive esports platform. As part of the Acquisition, the Pepper executive team, Guy Halford-Thompson, Jackson Warren and Ben Hoffman, who have a decade of combined experience in growing early-stage companies in the public markets, joined the TGS executive team, and Guy Halford-Thompson will join the TGS board of directors.

With the acquisition complete, TGS adds a next generation online platform to their esports tournament and event expertise. This all-in-one offering allows any individual, brand, or school to create and manage player communities, spectators, sponsors, and brands—all in one place.

"The Pepper platform is a core component of our 2021 growth strategy. Organizers and communities previously had to utilize multiple third-party applications to put on a successful event, including TGS, and we are esports event experts." said Spiro Khouri, CEO of TGS. "With the addition of Pepper, the entire experience can be brought under one roof. This provides tremendous value for our team and any of our partners."

Pepper has just launched its live Beta (pepper.gg) with select customers. Additional features are being rolled out on the Pepper platform over the next few months, with Pepper's full launch expected in Q1 2021.

"Now the acquisition is complete we can accelerate our development of the Pepper platform to address the increased interest we are seeing from clients." said Guy Halford-Thompson, CEO of Pepper Esports. "As a single, unified team, we are able to offer a full suite of services from integrated streaming to full event management sets us apart from other platforms."

A short video overview of the Pepper platform can be viewed here:
https://www.youtube.com/watch?v=Uj_EELelUww&t=1s

About Pepper Esports Inc.

Pepper is a next generation esports platform that makes it possible to create and manage player communities, spectators, sponsors, and brands—all in one place. By working closely with and listening to event organizers, tournament operators, and live venue operators over the last two years, Pepper has developed a unique product that connects leaders in esports to their audience and helps them grow leaner, faster, and smarter businesses.

Pepper's key technologies include its patent pending AI engine, which automatically captures game data to create a tournament experience that extends beyond live gameplay and includes highly demanded features such as global leaderboards, player profiles, statistics, new tournament discovery and digital wallets, advanced bracketing, public APIs, a global ranking system and more.

The Acquisition

The Company completed the Acquisition pursuant to the terms and conditions of an amalgamation agreement (the "Amalgamation Agreement"), as amended, among the Company, Pepper and 1271801 B.C. Ltd., a wholly-owned subsidiary of the Company, pursuant to which the Company acquired all of the issued and outstanding securities of Pepper. On closing of the Acquisition ("Closing"), the Company issued an aggregate of 43,385,664 common shares in the capital of TGS (each a "TGS Share", and such TGS Shares issued as consideration for the Acquisition, the "Consideration Shares") to the former shareholders of Pepper, as well as an aggregate of 3,000,000 options to purchase TGS Shares and 1,923,780 warrants exercisable to purchase TGS Shares to the former holders of options and share purchase warrants of Pepper.

The Consideration Shares are subject to a contractual lock-up, with 20% of the Consideration Shares being released on Closing and a further 20% being released every six months thereafter. In addition, certain shareholders of Pepper became parties to the Value Security Escrow Agreement dated July 30, 2020 (the "Escrow Agreement") with the Company, Computershare Investor Services Inc. and certain other shareholders of TGS, as required by the policies of the TSX Venture Exchange (the "Exchange"). Pursuant to the Escrow Agreement, an aggregate of 17,956,674 TGS Shares  (the "Escrow Shares") issued to certain former shareholders of Pepper 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 on January 31, 2021 and every six months thereafter until all Escrow Shares have been released on July 31, 2023.

In connection with the Transaction, the Company issued non-transferable warrants to acquire 3,870,968 TGS Shares at an exercise price of $0.155 per share for a period of two years following Closing to an arm's length finder. The Company also issued an aggregate of 142,857 TGS Shares to satisfy an outstanding obligation of Pepper pursuant to an advisory agreement.

Directors and Officers

On Closing, Jeremy Wright resigned as a director of the Company and Guy Halford-Thompson was appointed to fill the vacancy. The Company thanks Mr. Wright for his service. The board of directors of the Company is now comprised of Spiro Khouri, Ravinder Mlait, Spencer Smyl, Chi Yan Carolina Li, Bryan Loree and Guy Halford-Thompson.

In addition, on Closing, Guy Halford-Thompson, Dallas Benjamin Hoffman and Jackson Warren were appointed as the President, Chief Technology Officer and Chief Product Officer of the Company, respectively.

Haywood Securities Inc. has acted as a financial advisor to Pepper in connection with the Acquisition.

About TGS Esports Inc.

TGS Esports Inc. is an esports organization focused on providing an unparalleled esports experience through its expertise in online and in-person event management, broadcast production, and Pepper Esports' tournament software. TGS is the owner of Canada's first dedicated esports arena, The Gaming Stadium, located in Richmond, British Columbia, which opened in June 2019. The Gaming Stadium hosts regular online tournaments as well as provides high quality broadcast production for any event. For more information, visit www.thegamingstadium.com.

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.

On behalf of the Board of Directors

"Spiro Khouri"
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 regarding 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 business of the Company following the Acquisition and the release of TGS Shares from escrow. 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. The risks include 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-looking 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 registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration 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.

SOURCE TGS Esports Inc