/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/
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
