NextTrip Group LLC & Reinhart Interactive TV AG entered into a non-binding letter of intent to acquire TGS Esports Inc. (TSXV:TGS) in a reverse takeover transaction on February 16, 2022. NextTrip Group LLC & Reinhart Interactive TV AG entered into a Securities Exchange Agreement to acquire TGS Esports Inc. in a reverse takeover transaction on June 27, 2022. TGS has agreed to acquire a 51% interest in Reinhart and a 100% interest in NextTrip Group, payable by the issuance of an aggregate of 69,714,286 TGS Shares to Don Monaco and William Kerby at a deemed issue price of CAD 0.068 per share and the issuance of 232,380,952 non-voting convertible preferred shares of TGS having the special rights and restrictions. Pursuant to the Agreement, TGS has also agreed to reconstitute its board of directors on Closing such that there will be a total of 7 directors comprised of 5 nominees of Messrs. Kerby and Monaco and 2 nominees of Khouri. Messrs. Kerby and Monaco, both nominees of NextPlay, and Khouri, a nominee of TGS, are expected to be on the board of directors of the Company following Closing. Following Closing, Monaco will become Chairman of the Company, Kerby will become Chief Executive Officer and Khouri will become Chief Gaming Officer. TGS has also agreed, pursuant to the Agreement, that following Closing but prior to a Qualified Listing, it will complete a consolidation of the TGS Shares on the basis of up to 40 pre-consolidation shares for 1 post-consolidation shares (the "Consolidation"). TGS Esports Inc. intends to change its name to "TGS Inc." on Closing and to keep the stock symbol "TGS". Following Closing, the Company is expected to remain listed on the TSXV as a Tier 2 technology issuer.

The completion of the transaction and Concurrent Financing remain subject to a number of conditions including satisfactory due diligence, the receipt of structuring advice by the parties, approval of the board of directors of each of the parties, entry into a binding agreement, approval of the TSX Venture Exchange, approvals shareholders of TGS, the listing of the TGS Shares, completion of the Interim Financing, the Board Re-Constitution and other conditions customary to transactions of this nature. As of March 16, 2022, the parties continue to conduct due diligence and work towards the establishment of a definitive structure with respect to the transaction. The transaction cannot close until the required shareholder approval is obtained. TGS Board has unanimously resolved to recommend that Shareholders vote in favour of the transaction and board of NextPlay Technologies, Inc. has approved this Agreement. Transaction is expected to occur in the second half of 2022. As of October 26, 2022, TGS Esports Inc. and NextTrip Group LLC & Reinhart Interactive TV AG has entered into a six month extension of the agreement.

Nafeesa Valli-Hasham and Craig Hoskins of Clark Wilson LLP acted as legal advisors to TGS Esports Inc. Paul B. Johnson of Procopio Cory Hargreaves & Savitch LLP acted as legal advisor to NextPlay Technologies, Inc. Haywood Securities Inc. acted as fairness opinion provider to TGS Esports Inc.