VANCOUVER, BC , Dec. 17, 2020 /CNW/ - TGS Esports Inc. (" TGS " or the " Company ") (TSXV: TGS) (FRA: 5RH) is pleased to announce that it has completed an equity investment (" Investment ") in a private esports company, Mountainside Games Ltd. (" MSG ").
MSG, led by Owner and CEO Martin Byerley , is a BC based organization that has a focus on tournaments and content within the Super Smash Bros community. MSG hosts in person and online tournaments and handles all aspects of the events including registration, facilitation, and broadcasting. MSG also creates unique Super Smash Bros content including Smash Talk, an online show available via YouTube. MSG will operate out of the TGS office and work in collaboration with the TGS team on tournaments and events. MSG will also use TGS to produce content for digital distribution, including existing property Smash Talk.
"Martin is one of the hardest workers I have met. His dedication to building MSG is second to none and he is primed to take MSG to the new heights. We are excited to be a part of his growth and provide the resources we have to help MSG get to the next level." said Spiro Khouri , CEO of TGS "Adding a dedicated Smash Bros community to TGS is going to fill a gap we currently have. We also get to add MSG's content to TGS' growing library which brings a new element for our fans to engage in."
"I am extremely excited for the opportunity to grow MSG to new heights. We have seen steady incremental growth over the past year and with the resources TGS brings to the table we can accelerate it greatly. I have had the chance to work with the TGS team over the past couple of months which has allowed me to do so much more, especially when it comes to content creation." Said Martin Byerley "I can't wait to devote even more time to the community!"
Pursuant to an investment agreement dated December 16, 2020 (the " Investment "), the Company subscribed for an aggregate of 3,333,334 common shares in the capital of MSG, representing approximately 25% of MSG, in consideration for aggregate cash consideration of $36,000 . In addition, under the Investment Agreement, subject to the approval of the TSX Venture Exchange (the " TSXV "), the Company has also agreed to issue to MSG up to an aggregate of 40,000 common shares in the capital of the Company (" Milestone Shares ") at a deemed price equal to the Market Price (as defined in the policies of the TSXV) on the date of issue, upon the satisfaction of the following milestones by MSG within two years following the closing of the Investment:
- 10,000 Milestone Shares on the date that MSG has hosted 24 tournaments co-streamed on the Company's Twitch streaming channel;
- 10,000 Milestone Shares on the date that MSG has published 24 episodes of their web series "Smash Talk";
- 10,000 Milestone Shares on the date that MSG has published 156 "Things You Should Know" videos to its YouTube channel; and
- 10,000 Milestone Shares on the date that MSG has run 24 esports tournaments through an esports platform operated by the Company in its business.
About TGS Esports Inc.
TGS Esports Inc. is an organization focused on creating the ultimate esports experience. TGS is made up of industry professionals with 20+ combined years in the space of tournament organization, league facilitation, and production. This experience combined with the proposed acquisition of Pepper Esports Inc. allows TGS to offer a full suite of tools needed for any player or tournament organizer in esports. TGS is also the owner of Canada's first dedicated esports arena, The Gaming Stadium, located in Richmond, British Columbia , which opened in June 2019.
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 with respect to: the potential benefits of the relationship between the Company and MSG resulting from the Investment, the satisfaction of the Milestones by MSG and the issuance of the Milestone Shares. 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
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