TGS Completes $2 Million Strategic Financing

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VANCOUVER, BC, Feb. 4, 2021 /CNW/ - TGS Esports Inc. ("TGS" or the "Company") (TSXV: TGS) (FRA: 5RH) is pleased to announce that it has completed its previously announced non-brokered private placement (the "Offering") and has raised gross proceeds of $2,000,000 by the issuance of 11,111,111 units (each, a "Unit") at a price of $0.18 per Unit. 

The proceeds from the Offering are expected to be used for general working capital. Each Unit issued pursuant to the Offering is comprised of one common share (each, a "Share") and one non-transferrable common share purchase warrant (each, a "Warrant").  Each Warrant entitles the holder to acquire one Share (each, a "Warrant Share") at a price of $0.25 per Warrant Share until February 3, 2023, subject to acceleration in the event that the Shares trade at or above $0.40 for ten consecutive trading days.  Insiders of the Company subscribed for an aggregate of 1,325,023 Units pursuant to the Offering for aggregate subscription proceeds of $238,504.14.

"We have seen strong support from our investors and now that the financing has closed, we are well positioned to scale our business and revenue models." said Spiro Khouri, CEO of TGS. "We now have the resources to continue executing our strategic plan."

Finder's fees were paid in connection with the Offering in accordance with the policies of the TSX Venture Exchange (the "Exchange") which were comprised of an aggregate of $55,644.99 in cash fees, 366,748 common share purchase warrants (each, a "Finder's Warrant") and 82,610 Shares (each, a "Finder's Share").  Each Finder's Warrant entitles the holder thereof to acquire one Share (each, a "Finder's Warrant Share") at a price of $0.25 per Finder's Warrant Share until February 3, 2023, subject to acceleration in the event that the Shares trade at or above $0.40 for ten consecutive trading days. All securities issued in connection with the Offering are subject to a statutory hold period expiring on June 4, 2021. Although the issuance of the Units to certain insiders pursuant to the Offering constitutes a related party transaction, the Company is exempt from the valuation requirement pursuant to Section 5.5(a) of Multilateral Instrument 61-101 – Protection of Minority Securityholder in Special Transactions ("MI 61-101") and from the shareholder approval requirement pursuant to Section 5.7(a) of MI 61-101.

None of the securities issued in connection with the Offering will be or have been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release is being issued pursuant to Rule 135c of the 1933 Act and shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities, in any state where such offer, solicitation or sale would be unlawful.

The Company is also pleased to announce that Guy Halford-Thompson has been appointed as Chairman of the board of directors, and will hold this position in addition to his roles as President and a director of the Company. 

The Company also announces that it has issued an aggregate of 831,309 Shares to certain persons as compensation pursuant to marketing and advisory agreements as described in the Company's news release of September 17, 2020. Also, the Company and an arm's length finder who was issued an aggregate of 3,870,968 warrants as announced in the Company's news release of December 21, 2020 have mutually agreed to cancel these warrants.

About TGS Esports Inc.

TGS Esports is an organization focused on creating the ultimate esports experience. TGS is made up of industry professionals with 20 plus combined years in the space of tournament organization, league facilitation and production. This experience combined with the acquisition of Pepper allows TGS to offer a full suite of tools needed for any player or tournament organizer in esports.

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 with respect to: the use of the proceeds of the Offering and resale restrictions on securities issued pursuant to the Offering. 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: that the proceeds of the Offering may be used for purposes other than those stated herein and the unknown magnitude and duration of the effects of the COVID-19 pandemic on the Company 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.

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

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