TGS Announces Completion of the Acquisition of Even Matchup Gaming, The Largest Live Tournament Operator in Canada

VANCOUVER, BC, June 28, 2021 /CNW/ - TGS Esports Inc. ("TGS" or the "Company") (TSXV: TGS) (OTCQB: TGSEF) (FRA: 5RH) is pleased to announce that it has completed its previously announced  acquisition of Even Matchup Gaming Inc. ("EMG"), a leading esports tournament organizer. EMG owns and operates major esports events, including Get On My Level ("GOML"), the largest fighting game tournament in Canada and Let's Make Big Moves, the largest Super Smash Bros. event in the New York Area (the "Acquisition").

EMG, as a leading esports event organization, is involved in the largest esports events in North America. EMG has hosted and broadcast 100+ events in the last two years. Since 2019, EMG has enjoyed 100+ million social interactions, and interacted with 18+ million viewers, with 50+ million minutes of their content consumed.

GOML, EMG's premier Super Smash Bros tournament, is the largest fighting game event in Canada and the only Canadian tournament that is officially licensed by Nintendo. GOML just celebrated its 2021 events on June 19/20 and 26/27 and had over 1900 players compete and 2.3MM+ minutes watched.

GOML is also proud to announce two major events for 2022:

• January 7-9: Lets Make Big Moves, New York *SOLD OUT! Was announced on June 27 during GOML and sold out in less than 90 minutes.
• May 17-19: GOML, Toronto

Outsourced staff and production costs make up over 30% of EMG's event costs, the acquisition will allow EMG to leverage TGS' team and technology to scale the business into new cities and countries while drastically reducing the cost of running events.

Transaction highlights:

• Revenue Stream Growth: EMG achieved $300,000 in revenue in 2019, and by leveraging the TGS team and infrastructure, EMG expects to grow this revenue number significantly
• Sponsorship and Brand Partnerships: With an audience of 18.2 Million unique viewers and 50 Million minutes watched since 2019, TGS is able to offer new opportunities to its sponsors and brand partners with some of the largest fighting game events in North America
• Player growth and audience: By leveraging TGS infrastructure, including the Pepper Platform, and Volcanic, EMG will be able to grow its player base and expand into new cities

"We have seen incredible growth over the last few years, and joining the TGS family will enable us to leverage the TGS team and infrastructure to offer more exciting events at a lower cost." said Joseph Cribari, CEO of EMG. "With the backing of TGS, we are looking forward to expanding into new markets, developing key partnerships, and continuing to grow our player base."

"With live esports events coming back into the fold we are excited for what EMG has in store for 2022." Spiro Khouri, CEO of TGS. "EMG just completed another super successful GOML and announced massive events for New York and Toronto. We are planning on taking EMG to new markets as well and can't wait to share more details as we continue to build out our 2022 live event schedule."

Summary of Acquisition

TGS will acquire all of the issued and outstanding shares of EMG ("EMG Shares") for the aggregate purchase price of CAD$1,100,000.00 (the "Purchase Price") (the "Acquisition"); The Purchase Price will be paid via the issuance of up to 5,500,000 common shares of TGS to EMG (the "Consideration Shares") at a deemed price per share of CAD$0.20.

Joseph Cribari will enter into an employment agreement with TGS providing that Mr. Cribari will be employed with a title to be determined for a minimum period of two years from the date of closing of the Acquisition with TGS.

The Consideration Shares will be subject to a contractual lock-up, periods ranging between 24 and 36 months. The LOI contains, and the definitive agreement will provide for, customary representations, warranties and. Completion of the Acquisition remains subject to a number of conditions, including: (i) the negotiation of a definitive agreement, (ii) the completion of satisfactory due diligence, (iii) the approval of the boards of directors of the Company and EMG, (iv) obtaining all required consents, waivers and approvals, including the approval of the TSX Venture Exchange, and (vi) other customary closing conditions.

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 with respect to: expectations regarding whether the Acquisition will be consummated including whether the conditions to the consummation to the Acquisition will be satisfied; the timing for completing the Acquisition, if at all, and the conditions to such transaction; expectations for other economic, business, and/or competitive factors; 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, but are not limited to, the following: the unknown magnitude and duration of the effects of the COVID-19 pandemic on the Company; the ability to consummate the Acquisition; the ability to obtain requisite regulatory or shareholder approvals and the satisfaction of other conditions to the consummation of the Acquisition on proposed terms and schedule; the potential impact of the announcement or consummation of the Acquisition on relationships; including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; the diversion of management time on the Acquisition; the risks associated with operating esports events such as GOML; technological risks associated with operating an esports platform; and other risks that are customary to companies operating businesses such as the business of the Company. 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.

SOURCE TGS Esports Inc