TGS Esports : Q3 MD&A

TGS ESPORTS INC. (formerly Brockton Ventures Inc.) MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2021 PREPARED MARCH 1, 2022

MANAGEMENT DISCUSSION AND ANALYSIS

The following Management Discussion and Analysis ("MD&A") of TGS Esports Inc. has been prepared by management, in accordance with the requirements of National Instrument 51-102 as of March 1, 2022, and should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto for the three and six month periods ended December 31, 2021, which have been prepared under International Financial Reporting Standards ("IFRS"). The aforementioned financial statements are available on the Company's issuer profile on SEDAR atwww.sedar.com. The information contained herein is not a substitute for detailed investigation or analysis on any particular issue.

All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, unless specifically noted.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the management. When used in this document, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. This MD&A contains forward-looking statements relating to, among other things, regulatory compliance, the sufficiency of current working capital, the estimated cost and availability of funding for the continued operation and development of the Company's esports facility and online business. Such statements reflect the current views of the management with respect to future events and are subject to certain risks, uncertainties and assumptions.

Forward-looking statements used in this MD&A are subject to various risks, uncertainties and other factors, most of which are difficult to predict and are generally beyond the control of the Company. These risks, uncertainties and other factors may include, but are not limited to: unavailability of financing; failure to operate a commercially viable business; ability to attract customers and sponsors for its esports facility in Richmond, BC and online tournaments/events; difficulties in obtaining required approvals for the development of additional locations; and other potential factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks, uncertainties and other factors, including the risks, uncertainties and other factors identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company hereby disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

DESCRIPTION OF TGS ESPORTS INC.

TGS Esports Inc. (the "Company" or "TGS"), formerly known as Brockton Ventures Inc. ("Brockton") was incorporated under the Business Corporation Act of British Columbia on January 26, 2018 and upon incorporation was classified as a Capital Pool Corporation as defined in the Policy 2.4 of the TSX Venture Exchange (the "Exchange"). On July 30, 2020, the Company completed a Qualifying Transaction (as defined by the policies of the Exchange) and business combination with Myesports Ventures Ltd. ("Myesports"), a corporation incorporated under the Business Corporation Act of British Columbia on July 23, 2018. Upon the completion of the transaction, Brockton changed its name to TGS Esports Inc. and Myesports is considered a wholly-owned subsidiary of TGS. Subsequent to the Transaction, the Company's principal activity is to provide a community esports space to compete in tournaments and competitions. The Company also hosts regular online tournaments as well as provides high quality broadcast production for any event. The Company's common shares are listed on the Toronto Stock Exchange's venture exchange ("TSX-V") under the symbol "TGS" and commenced trading on August 5, 2020.

The Business Combination Agreement entered into between the Company, a subsidiary of the Company and Myesports was structured as a three-cornered amalgamation under the Business Corporations Act (the "Transaction"). As a result of the Transaction, Myesports became a wholly-owned subsidiary of the Company. Completion of the Transaction resulted in a Reverse Takeover and Change of Business for the Company (the "RTO"). Although the Amalgamation resulted in Myesports becoming a wholly-owned subsidiary of TGS, the transaction constitutes a reverse acquisition of TGS by Myesports in-as-much as the former shareholders of Myeports received 91.2%, on a non-diluted basis, of the issued and outstanding common shares of the resulting corporation. For accounting purposes, 2 | P a geMyesports is considered the acquirer and TGS (formerly Brockton) the acquiree. Accordingly, the consolidated financial statements are a continuation of the financial statements of Myesports and references to the "Company" will mean the consolidated entity subsequent to the date of the Amalgamation and to Myesports prior to that date.

On the closing of the transaction, all of the issued and outstanding securities of Myesports were exchanged for corresponding securities of the Company on the terms of the amalgamation agreement with the underlying securities of Myesports being cancelled and the following securities of the Company being issued to the former securityholders of the Myesports: an aggregate of 47,452,831 TGS shares to the former shareholders of Myesports, and warrants to acquire an aggregate of 473,804 TGS shares were issued to the former warrant holders of Myesports.

A significant component of the Company's business model is focused on creating a community for esports enthusiasts built around its physical stadium located in Richmond, BC. The COVID-19 global pandemic started to take serious effect in March 2020 in British Columbia and Myesports made significant operational changes to its business by temporarily closing The Gaming Stadium and transitioned to a business model based around online esports events.

On December 17, 2020 TGS announced an investment in private esports company Mountainside Games (MSG). TGS 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 certain milestones by MSG within two years following the closing of the Investment.

MSG 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.

On December 18, 2020 TGS completed the acquisition of Pepper Esports Inc. TGS completed the Acquisition pursuant to the terms and conditions of an amalgamation agreement, as amended, among the Company, Pepper and 1271801 B.C. Ltd., a wholly-owned subsidiary of the Company, pursuant to which the Company acquired all of the issued and outstanding securities of Pepper. On closing of the Acquisition, the Company issued an aggregate of 43,385,664 common shares in the capital of TGS to the former shareholders of Pepper, as well as an aggregate of 3,000,000 options to purchase TGS Shares and 1,923,780 warrants exercisable to purchase TGS Shares to the former holders of options and share purchase warrants of Pepper. The Company determined Pepper constituted a business under IFRS 3, Business Combinations, and therefore accounted for it as such. The purchase price of Pepper was deemed to be $9,888,329, of which $9,444,129 was attributed to goodwill. At June 30, 2021, it was determined through goodwill impairment testing, the full goodwill amount should be impaired at year-end.

With the acquisition complete, TGS continues to develop and build the software in order to add a generation online platform to their esports tournament and event expertise. This all-in-one offering will allow any individual, brand, or school to create and manage player communities, spectators, sponsors, and brands-all in one place. Pepper is a next generation esports platform that will make it possible to create and manage player communities, spectators, sponsors, and brands-all in one place. By working closely with and listening to event organizers, tournament operators, and live venue operators over the last two years, Pepper has been developing a unique product that connects leaders in esports to their audience and helps them grow leaner, faster, and smarter businesses. Pepper's key technologies include its patent pending AI engine, which will automatically capture game data to create a tournament experience that extends beyond live gameplay and includes highly demanded features such as global leaderboards, player profiles, statistics, new tournament discovery and digital wallets, advanced bracketing, public APIs, a global ranking system and more.

On December 30, 2020 TGS completed the acquisition of Volcanic Media. Pursuant to the terms of the Agreement, the Company acquired all of the issued and outstanding common shares of Volcanic in exchange for $240,000 in TGS common shares. The Purchase Price is payable by the issuance of such number of common shares of TGS that is equal to the relevant payment. The Consideration Shares will be distributed upon completion of certain milestones being achieved. $40,000 in common share was paid on closing and the remaining $200,000 in common shares are payable based on Volcanic achieving certain milestones in acquiring new memberships, issued in several tranches. The Company determined Volcanic constituted a business under IFRS 3, Business Combinations, and therefore 3 | P a geaccounted for it as such. The total purchase price allocation was deemed to be $103,585, of which $96,620 was attributed to goodwill. At June 30, 2021, it was determined through goodwill impairment testing, the full goodwill amount should be impaired at year-end.

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.

On June 28, 2021 TGS completed the acquisition of Even Matchup Gaming. Pursuant to the terms of the Agreement, the Company acquired all of the issued and outstanding shares of EMG via the issuance of 5,500,000 common shares of TGS to EMG. The Company determined EMG constituted a business under IFRS 3, Business Combinations, and therefore accounted for it as such. The total purchase price allocation was deemed to be $511,117, of which $502,837 was attributed to goodwill.

EMG, as a leading esports event organization, is involved in the largest esports events in North America. EMG has hosted and broadcast 100+ events in the last two years. Since 2019, EMG has enjoyed 100+ million social interactions, and interacted with 18+ million viewers, with 50+ million minutes of their content consumed. GOML, EMG's premier Super Smash Bros tournament, is the largest fighting game event in Canada and the only Canadian tournament that is officially licensed by Nintendo. GOML just celebrated its 2021 events on June 19/20 and 26/27 and had over 1900 players compete and 2.3MM plus minutes watched.

History of Myesports

Myesports was incorporated on July 23, 2018 under the ("BCBCA"). Its registered and head office is located at 885 W Georgia St Suite #900, Vancouver, British ColumbiaV6C 3H1. As of July 30, 2020, Myesports is considered a wholly-owned subsidiary of TGS.

Myesports Ventures was incorporated with the objective of carrying on the business of esports events and tournaments in its own facility.

The idea for the facility came in 2017 due to the large expense and lack of infrastructure of running events at external facilities. The ideation was built out over a twelve-month period before securing funding to begin the project.

In July of 2018 a private investment was secured for $2 million from one investor who has since contributed an additional $550,000. The proceeds of funds were for planning, development, construction, equipment/assets, and working capital. The building was secured shortly after financing closed but was unavailable until February 2019 due to an existing tenant.

With an opening timeline established Myesports decided to host events leading up to the opening to promote the facility as well as further strengthen relationships with the community. In early November of 2018 Myesports hosted their first League of Legends tournament which sold out. Shortly after, also in November, Myesports ran a Fortnite tournament which had over 120 participants compete. In early December Myesports held a CS:GO tournament which sold out with 12 teams and had a waitlist of 6 more. All of these events showed the concept of a dedicated facility not only had merit but could thrive.

In April of 2019 construction began on the current facility. This included power and internet upgrades, custom production equipment being installed, and installation of all equipment. On June 28, 2019 The Gaming Stadium officially opened its doors.

On November 7, 2019, the Company completed an amalgamation with 1220726 B.C. Ltd. ("1220726") to form "Amalco", with Amalco continuing under the name "Myesports Ventures Ltd.". Upon completion of the Amalgamation, Amalco issued 30,593,868 shares in exchange for all the issued and outstanding Class A common shares of the Company on a 1.035347 basis, and 7,000,000 shares in exchange for all the issued and outstanding shares of 1220726 on a 1.166667 basis. For accounting purposes, the Amalgamation is considered to be a reverse takeover, as defined under IFRS 3, by the Company, the accounting acquirer, of Amalco, the accounting acquiree. Under this basis of accounting, Amalco is considered to be a continuation of the Company, with the net identifiable assets of 1220726 deemed to have been acquired by the Company. Hence, the Company's balances were accounted for at cost and 1220726 was accounted for at fair value. The book value of 1220726's assets and 4 | P a geliabilities as at November 7, 2019 approximated their fair values as at that date. Since 1220726 does not meet the definition of a business, the transaction was accounted for under the provisions of IFRS 2 Share-based payments. The Company determined that the 7,000,000 shares issued were at a discount, and recognized the fair value of the shares issued as the value of the net assets acquired.

BUSINESS PRODUCTS AND SERVICES

TGS's products and services fall into the following categories: esports tournaments & events, live production, consulting services, online esports platform, and scholastic esports programs.

Esports Tournaments & Events

TGS began running tournaments in 2016 and has since become industry leaders in the space. The initial events were held at venues throughout the city of Vancouver including hotels, casinos, and LAN/PC Cafés. These events established a large community of gamers willing to participate in events regularly.

As the size of attendance grew TGS decided it was time to find a permanent home. This created efficiencies in expenses as well as gave the community a central place to visit. In February of 2019 construction began on The Gaming Stadium. The facility opened its doors on June 28, 2019.

Since opening TGS had seen over 10,000 visitors participating in daily esports events and tournaments. The facility also played host to local high schools, universities, game developers, and more. In March 2020, due to the effects of COVID-19, TGS shut the doors of The Gaming Stadium temporarily and moved all events online.

Since this time TGS has moved to a complete online business model and has run many tournaments regularly and has seen attendance skyrocket. Since going online TGS has had over 50,000 players participate in online tournaments. TGS plans to continue running online events for the near future.

Live Production

TGS owns and operates its own broadcast studio on location in the facility. This studio is used to live stream all TGS branded tournaments but also used as a for hire studio.

TGS regularly works with outside partners to assist in their live production needs. This includes esports tournaments of any size featuring any game with the feed being sent to any outlet.

TGS has used all live streaming platforms including Twitch, YouTube, Facebook Live, and Vimeo. TGS has also worked with TV stations to provide them a feed for any esports event that is broadcast to TV.

As part of the Live Production offering TGS has a roster of play by play commentators available for any event if needed.

Consulting Services

TGS provides partnered or white label solutions to a variety of businesses looking to break into the esports space. The TGS team provides all of the consultation and handles the entire scope of work for the event. This includes branding, registration, facilitation, broadcast, and prize distribution.

The consulting services offered by TGS are scalable and customizable. TGS has worked with many partners in this space, most of whom are new to the industry and looking for consultation on how to bring esports into their existing offering.

Online Esports Platform

TGS, through an acquisition of Pepper Esports Inc., now owns an esports platform to host and facilitate all events. The platform is open to be used by any player or tournament organizer around the world and includes all necessary tools to connect with esports events.

The platform allows for registration, facilitation, and community conversation, around all events. It also has options for organizers to monetize their events through merchandise and entry fees.

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