Diverted River Technology, LLC agreed to acquire Simplicity Esports and Gaming Company (OTCPK : WINR) in a reverse merger transaction on September 28, 2022. Pursuant to the terms of the agreement, the Company agreed to acquire from the members 100 % of the membership interests of Diverted River, in exchange for the issuance by the Company to the members of shares of the Company's common stock equal to 80% of the issued and outstanding shares of the Company's common stock as of the Closing. As of March 10, 2023, The number of shares of common stock to be issued and sold in the Offering, when added to the shares of common stock issued and outstanding prior to the closing of the Note Exchange Transactions and the Closing, will comprise no more than 20 % of the issued and outstanding shares of Company common stock following the closing of the Offering, the closing of the Note Exchange Transactions and the Closing, such that the ending capitalization of the Company at such time shall be comprised of (i) the investors in the Offering and the other shareholders of the Company, holding 20 % of the issued and outstanding shares of the Company's common stock, (ii) the DRT Members holding 75 % of the issued and outstanding shares of the Company's common stock; and (iii) the Noteholders, collectively, holding 5 % of the issued and outstanding shares of the Company's common stock.

Following the Closing, Diverted River will become a wholly owned subsidiary of the Simplicity Esports and Gaming Company. Also following the Closing, it is expected that the Simplicity Esports name will be changed to Diverted River Technology, Inc., and the business of the Simplicity Esports will become that of Diverted River. At the Closing, the Company will expand the size of the Company's Board of Directors by three persons, to a total of seven persons, and will name Mr. Johnson and, within 90 days after Closing, two other persons, as directors on the Board, one of whom will be an independent director. Also at the Closing, the Company will name Zachary Johnson as Chief Executive Officer of the Company. Within 90 days of Closing, the Board will name a Chief Technology Officer, subject to Zachary Johnson's approval. At the Closing, the Company will also enter into employment agreements with Zachary Johnson and certain other Diverted River employees as identified and agreed by the parties. Within 90 days of Closing, the Company will hire Velocity 42 Limited as its primary software developer. The closing is subject to completion of satisfactory due diligence reviews by the Simplicity Esports and Diverted River and other closing conditions. The parties may terminate the Exchange Agreement pursuant to the terms of the Exchange Agreement, including, but not limited to, if the conditions to Closing have not been satisfied or waived by February 1, 2023. As of February 2, 2023, the Exchange Agreement has not been terminated.