The Pepper platform offers an advanced suite of tools for league operators, tournament operators, and venue owners to effortlessly set up and manage esports communities and run world-class events. These include key innovations, such as automatic game scoring technology, that uses Pepper's patent pending AI engine and saves event organizers hundreds of hours of setup time, live leaderboards which vastly improve player and spectator experiences, a universal ranking system that ranks players across all competitive games, and more.
Transaction Highlights
- Develop New Revenue Streams - the Acquisition is expected to provide TGS with diverse new online revenue streams that include data monetization, payment processing and recurring subscription revenue.
- Expanded Consumer and Business Base - the combined company will have the ability to acquire users from all over the globe through tournaments of any kind.
- Highly Accomplished and Experienced Team - the completion of the Acquisition will add a team with over a decade of combined experience in growing early-stage companies in the public markets.
- Technology Platform - The Acquisition adds a technology platform to TGS, which is scalable, global, and with defensible IP.
"The online gaming market has exploded in 2020, with recent stats showing an estimated 2.7 billion gamers across the globe (https://www.statista.com/statistics/293304/number-video-gamers/). The combination of TGS' event expertise and Pepper's leading platform allows us to reach all gamers, regardless of location." said
"Working closely with the TGS team, we are already seeing accelerated interest in the Pepper platform. Being able to offer a full suite of services from integrated streaming to full event management sets us apart from other platforms." said
Summary of Acquisition
Pursuant to the Amalgamation Agreement, on closing of the Acquisition ("Closing"), the Company will issue to each holder (each, a "Pepper Shareholder") of common shares of Pepper (each a "Pepper Share") three (3) common shares of TGS (each a "TGS Share", and such TGS Shares issued as consideration for the Acquisition, the "Consideration Shares") for each one (1) Pepper Share (the "Exchange Ratio") held by such Pepper Shareholder at a deemed price of $0.14 per Consideration Share for aggregate deemed consideration of approximately $6,073,993. The Consideration Shares will be 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. The Consideration Shares may be subject to an additional escrow period as required by the
Each outstanding security of Pepper that is convertible or exchangeable for
The Acquisition is subject certain conditions including: (i) the receipt of all necessary approvals from the respective shareholders and boards of directors of each of Pepper, the Company and Subco, (ii) the approval of the TSXV) (iii) Pepper shall not have received notices of dissent to the Acquisition from Shareholders holdings more than 5% of the issued and outstanding
The Acquisition is not a Non Arm's
Directors and Officers
On Closing, it is expected that
Guy and Jackson have worked together since 2016, during which they have had five successful exits, three via acquisition (QuickBitcoin, Bitcoiniacs and Xapcash) and two via public listings (TSXV:BTL, TSXV:DASH). Guy is also a founder and board member of Eli Technologies and Minehub, both of which are due to list in late 2020.
Over the last 4 years, Guy and Jackson have raised over
Guy, Jackson and Ben have a strong track record of delivering investor value, and believe they have discovered a truly unique and rare opportunity with Pepper.
About
Pepper is a leading esports platform provider that offers an advanced platform to create and manage communities of players, organizers, spectators and sponsors, all in one place. By working closely with event organizers and live venue operators over the last two years, Pepper has developed a suite of advanced tools to manage esports communities, run world class esports and operate physical gaming venues.
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 and statistics, new tournament discovery and digital wallets.
About
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On behalf of the Board of Directors
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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 completion of the Acquisition and the acceptance of the Acquisition and terms thereof by the TSXV, the expected directors and officers of the Company following Closing, the expected benefits of the Acquisition to the Company. 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
SOURCE
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