TGS Esports Inc. (TSXV:TGS) signed a letter of intent to acquire Volcanic Media Inc. for CAD 0.2 million on October 1, 2020. TGS Esports Inc. (TSXV:TGS) entered into a share exchange agreement to acquire Volcanic Media Inc. on November 13, 2020. As of November 17, 2020, 0.04 million shares will be issued at closing, shares worth CAD 0.01 million on the date that 0.01 million new users registered on Pepper Esports Inc.'s esports platform or any other TGS platform as a result of contracts entered into by Volcanic; shares worth CAD 0.03 million on registration of 0.04 million new users; shares worth CAD 0.03 million on registration of 0.07 million new users; shares worth CAD 0.1 million on registration of 0.07 million new users; shares worth CAD 0.05 million on registration of 0.15 million new users and shares worth CAD 0.5 million on registration of 0.2 million new users. The consideration shares may be subject to an escrow period as required by the TSX Venture Exchange. Post-completion, Volcanic Media will become a wholly owned subsidiary of TGS. On closing, it is anticipated that each of Shawn Caldera and JP Perez will enter into consulting agreements with TGS pursuant to which they will serve the TGS as Scholastic Esports Director and Scholastic Esports Manager respectively. Transaction is subject to the receipt of all necessary consents, waivers and approvals, including approval of the TSX Venture Exchange, approval of the acquisition by the shareholders of Volcanic, the completion of satisfactory due diligence, approval of the boards of directors of TGS and Volcanic, execution of definitive agreement, TGS having completed its acquisition of Pepper, the entry of the consulting agreements, TGS having agreed to implement reasonable technical measures to allow TGS and Volcanic to determine if a user was registered on the platform as a result of contracts entered into by Volcanic or otherwise due to the efforts of Volcanic or the principal shareholders and other customary closing conditions. The parties have agreed to negotiate in good faith to formalize a definitive agreement on or before October 30, 2020, and to consummate the acquisition on or before November 30, 2020.