VANCOUVER - Brockton Ventures Inc. ('Brockton' or the 'Company') (TSX-V: BROC.P), a capital pool company as defined under Policy 2.4 Capital Pool Companies ('CPC') of the TSX Venture Exchange (the 'Exchange'), is providing this update on its proposed acquisition (the 'Transaction') of all of the outstanding securities of Myesports Ventures Ltd. ('Myesports') pursuant to an amalgamation agreement dated November 29, 2019, as amended March 6, 2020 (the 'Amalgamation Agreement').
The Transaction will constitute the Qualifying Transaction (as defined in Exchange policies) of the Company, and the combined company that will result from the completion of the Transaction (the 'Resulting Issuer') will be renamed 'TGS Esports Inc.' and carry on the business of Myesports. The Resulting Issuer is expected to be listed on the Exchange as a Tier 2 issuer under the symbol 'TGS', subject to final Exchange approval. The Transaction was previously announced via press release dated December 2, 2010, and the Company announced it had received the conditional approval for the Transaction from the Exchange via press release dated March 5, 2020.
The Company has now received the conditional approval for certain amendments to the terms of the Transaction from the Exchange, and an amended and restated filing statement (the 'A&R Filing Statement') dated May 29, 2020 regarding the Transaction has been filed on SEDAR at www.sedar.com under the Company's profile.
Brockton Private Placement Update
The Company is amending the terms of the private placement financing (the 'Brockton Private Placement') that it is conducting in connection with the Transaction, the prior terms of which were - 2 - described in the Company's press releases dated December 2, 2019 and March 5, 2020. Pursuant to the amended terms of the Brockton Private Placement, the Company intends to issue units of Brockton at a price of $0.10 per unit. Each unit will be comprised of one common share in the capital of the Company (each, a 'Brockton Share') and one transferable warrant (each, a 'Brockton Warrant'), with each Brockton Warrant being exercisable into an additional Brockton Share at $0.20 per share for two years from the date of issue, subject to acceleration as more particularly described in the A&R Filing Statement.
The Company may pay cash commissions of up to 8% and issue broker warrants in amounts equal to up to 8% of the proceeds raised to certain brokers in connection with the Brockton Private Placement. In addition, Myesports intends to complete a private placement financing (the 'Myesports Private Placement', and together with the Brockton Private Placement, the 'Concurrent Private Placements') on or before the closing of the Transaction. Pursuant to the Myesports Private Placement, Myesports intends to issue units of Myesports at a price of $0.10 per unit. Each unit will be comprised of one common share in the capital of the Company (each, a 'Myesports Share') and one transferable warrant (each, a 'Myesports Warrant'), with each Myesports Warrant being exercisable into an additional Myesports Share at $0.20 per share for two years from the date of issue, subject to acceleration as more particularly described in the A&R Filing Statement.
Myesports will pay a due diligence and listing fee of $4,000 and may pay cash commissions of up to 8% and issue broker warrants in amounts equal to up to 8% of the proceeds raised to certain brokers in connection with the Myesports Private Placement. The Company and Myesports intend that the combined gross proceeds of the Concurrent Private Placements shall be no less than $1,300,000.
About Brockton Ventures Inc.
Brockton Ventures Inc. is a capital pool company. The Company's principal business activity is to identify and evaluate opportunities for acquisition of assets or business. The Company is headquartered in Burnaby, B.C.
About Myesports Ventures Ltd.
Myesports Ventures Ltd. was created in Vancouver, British Columbia, in 2018, and is an esports organization focused on providing and hosting esports events, tournaments, and leagues at both the amateur and professional levels both online and in person. Myesports is the operator of Canada's first dedicated esports arena, The Gaming Stadium, located in Richmond, British Columbia, which opened in June 2019. Since its inception, Myesports has hosted esports events for games such as League of Legends and Fortnite, as well as organized and hosted the Pinnacle event at the River Rock Casino and the Burnaby Festival of Learning. Myesports also hosts regular online tournaments as well as provides - 3 - high quality broadcast production for any event.
Contact:
Rav Mlait
Tel: 604-551-7831
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company's completion of the Transaction and Concurrent Private Placements. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to the Company completing the Transaction on the terms and conditions of the Amended Amalgamation Agreement, or at all, the conduct of Myesports' business during the COVID-19 pandemic, the anticipated growth of Myesports' online business, the reopening of The Gaming Stadium, the Company and Myesports completing the Concurrent Private Placements and the amount of the gross proceeds to be raised therefrom, commissions to be paid to certain brokers and due diligence listing fees to be paid in connection with the Concurrent Private Placements, the completion deadline for the Closing, and the conditions to be satisfied for completion of the Transaction. Such statements are subject - 4 - 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; the requisite corporate approvals of the directors of the parties may not be obtained; the Exchange may not approve the Transaction; sufficient funds may not be raised pursuant to the Concurrent Private Placements 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.
TGS ESPORTS INC. 
