VANCOUVER, BC, Dec. 21, 2020 /CNW/ - 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.
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SOURCE TGS Esports Inc