Pepper Esports Inc. entered into a letter of intent to acquire TGS Esports Inc. (TSXV:TGS) in a reverse merger transaction on August 28, 2020. Pepper Esports Inc. entered into an amalgamation agreement to acquire TGS Esports Inc. (TSXV:TGS) in a reverse merger transaction on October 30, 2020. As per the terms, Pepper Esports will receive approximately 43.4 million common shares in the capital of TGS Esports. Pursuant to the agreement, each Pepper Shareholder (excluding any dissenting shareholder who has validly exercised dissent rights) shall receive three TGS Esports common shares at a deemed issue price of CAD 0.14. Each Pepper's existing warrant outstanding immediately prior to the completion, shall be exchanged for one share purchase warrant to be issued by TGS Esports to purchase the corresponding number of TGS Esports' common shares. And, each Pepper's existing option outstanding immediately prior to the completion, shall be exchanged for one option to be issued by TGS Esports to purchase the corresponding number of TGS common shares. 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. As of December 2, 2020, an amendment agreement was signed which provides for, among other things, the issuance of warrants to purchase common shares of TGS Esports to certain holders of stock options of Pepper Esports who are not eligible to be issued stock options under the stock option plan. Jameel Bharma will get a finder's fee payable by the issuance of 3.87 million warrants to purchase common shares of TGS at a price of CAD 0.155 for a period of two years following the acquisition. The consideration shares may be subject to an additional escrow period as required by the TSX Venture Exchange. The proposed transaction is expected to proceed by way of a three-cornered amalgamation. Post completion the combined company will be named as "Pepper Esports Inc." or such other name as mutually agreed by TGS Esports and Pepper Esports prior to completion.

On closing, Pepper Esports will have the right to appoint a nominee to the board of directors of TGS Esports. Upon completion, Guy Halford-Thomspon will serve as President, Chief Executive Officer and Director, Dallas Benjamin Hoffman will serve as Chief Technology Officer, Spiro Khouri will serve as Director and Jackson Warren will serve as Chief Product Officer and Director of the combined company. Ben Hoffman will also join the TGS Executive team upon completion. The transaction is subjected to execution of definitive agreement, consent from options or warrant holders to purchase Pepper shares, completion of satisfactory due diligence, approval of the Boards of Directors of TGS Esports and Pepper Esports, approval by shareholders of Pepper Esports and TGS Esports, approval of the TSX Venture Exchange, resignations of the directors, officers of TGS Esports, the employment and years of service for Guy Halford-Thompson, Dallas Benjamin Hoffman and Jackson Warren assumed by TGS Esports, Pepper having not received notices of dissent to the acquisition from shareholders holdings more than 5% of the issued and outstanding Pepper shares and other closing conditions customary for transactions of this nature. The Board of Directors of Pepper Esports have unanimously approved the transaction. The Board of Directors of TGS Esports have approved the transaction. As of December 3, 2020, conditional approval from the TSX Venture Exchange has been received and the transaction is still subject to final approval from the TSX Venture Exchange.

Haywood Securities Inc. acted as a financial advisor to Pepper Esports. Denis Silva of DLA Piper (Canada) LLP acted as legal advisor to Pepper Esports. Nafeesa Valli-Hasham of Clark Wilson LLP acted as legal advisor to TGS Esports Inc.