VANCOUVER, BC, Dec. 30, 2020 /CNW/ - TGS Esports Inc.
("TGS" or the "Company") (TSXV: TGS) (FRA:
5RH) is pleased to announce that, further to its news releases
dated October 7, 2020 and
November 17, 2020, it has completed
its previously announced arm's length acquisition (the
"Acquisition") of Volcanic Media Inc. ("Volcanic")
pursuant to the terms of a share exchange agreement dated
November 13, 2020 among the Company,
Volcanic and the shareholders of Volcanic (the
"Agreement").
Volcanic is at the forefront of scholastic esports in
Canada and it has created an
inter-district high school esports league and scholarship program
for players within the league—both firsts of their kind in
Canada. Additionally, Volcanic is
in partnership with various indigenous communities and
organizations, such as the Binche Keyoh First Nations, to provide
esports events experiences, career growth opportunities and
reconciliation through gaming. Future programs include nation to
nation esports leagues, skills development programming and much
more.
Since the Acquisition was announced, Volcanic entered into a new
partnership with a post-secondary institution that includes a
twelve-week esports business program set to launch in spring 2021.
Volcanic has also recently partnered with a Canadian high school to
run a pilot in-class esports program that will launch in Fall
2021.
"Our work with Volcanic has already seen success in the form of
a high school league that features twelve schools across two
esports, League of Legends and Rocket League," said Spiro Khouri, CEO of TGS. "Onboarding schools
and developing scholastic esports leagues is core to increasing our
user base and leveraging the tools we are developing with the
Pepper platform to provide our customers with a complete and
unparalleled esports experience."
"Over the past few years, we have been able to build a solid
foundation with Volcanic. With the support of TGS we now have the
ability to scale quickly and implement programs without hesitation.
We are already seeing new partnerships emerge and the growth has
been amazing in such a short time," said Shawn Caldera, former President of Volcanic. "We
are incredibly thankful for the communities, people and
organizations that have help us get to where we are, and are
incredibly excited to see what new innovations and growth can
happen with the TGS family's support."
TGS is proud to offer high schools looking to operate esports
leagues access to the Volcanic and Pepper platforms absolutely free
of charge—with no fees paid by schools or students. Interested
schools can reach out to Shawn
Caldera: shawn@volcanic.gg.
Summary of Acquisition
Pursuant to the terms of the Agreement, the Company acquired all
of the issued and outstanding common shares of Volcanic (each, a
"Volcanic Share") in exchange for a purchase price of
$240,000 (the "Purchase
Price"). The Purchase Price is payable by the issuance of such
number of common shares of TGS (each, a "TGS Share") that is
equal to the relevant payment (collectively, the "Consideration
Shares").
The Consideration Shares will be distributed upon each of the
following milestones being achieved: $40,000 on the date of closing of the Acquisition
(the "Closing"); $10,000 on
the date that 10,000 new user accounts are registered on Pepper's
esports platform or any other TGS platform (the "Platform")
as a result of contracts entered into by Volcanic or otherwise due
to the efforts of Volcanic or its principal shareholders (the
"Principal Shareholders"); $30,000 on the date that a cumulative total of
40,000 new user accounts are registered on the Platform as a result
of contracts entered into by Volcanic or otherwise due to the
efforts of Volcanic or the Principal Shareholders; $30,000 on the date that a cumulative total of
70,000 new user accounts are registered on the Platform as a result
of contracts entered into by Volcanic or otherwise due to the
efforts of Volcanic or the Principal Shareholders; $30,000 on the date that a cumulative total of
100,000 new user accounts are registered on the Platform as a
result of contracts entered into by Volcanic or otherwise due to
the efforts of Volcanic or the Principal Shareholders; $50,000 on the date that a cumulative total of
150,000 new user accounts are registered on the Platform as a
result of contracts entered into by Volcanic or otherwise due to
the efforts of Volcanic or the Principal Shareholders; and
$50,000 on the date that a cumulative
total of 200,000 new user accounts are registered on the Platform
as a result of contracts entered into by Volcanic or otherwise due
to the efforts of Volcanic or the Principal Shareholders.
The Consideration Shares will be issued at a deemed price equal
to the greater of $0.08625 per
Consideration Share (being the Discounted Market Price approved by
the TSX Venture Exchange ("TSXV") in regards to the
Transaction) and the Discounted Market Price (as defined in the
policies of the TSXV) of the TGS Shares on the date of issuance of
the Consideration Shares based on the Volume Weighted Average Price
of TSXV's share price in the ten (10) trading days prior to the
relevant payment date. The discount applicable to the Consideration
Shares shall be the lesser of 25% and the maximum discount
applicable under the policies of the TSXV on the date of issuance
of the Consideration Shares.
Concurrent to and as a condition to Closing, each of
Shawn Caldera and JP Perez entered
into consulting agreements (together, the "Consulting
Agreements") with TGS pursuant to which they agreed serve
the Company as Scholastic Esports Director and Scholastic Esports
Manager respectively.
No finder's fees were paid in connection with the
Acquisition.
For more information on Volcanic and the acquisition thereof,
please see the Company's news releases filed on SEDAR on
October 7, 2020 and November 17, 2020.
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.
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