Prime City and Champion Gaming Provide Update Regarding Proposed Reverse Takeover

Toronto, Ontario–(Newsfile Corp. – September 8, 2021) – Prime City One Capital Corp. (TSXV: PMO.H) (“Prime City” or the “Company“) and Champion Gaming Inc. (“Champion“) are pleased to announce that, in connection with the proposed reverse take-over of the Company by Champion (the “Transaction“), Champion has completed an initial closing of its previously announced non-brokered private placement (the “Champion Private Placement“) and has completed the acquisition (the “EdjSports Acquisition“) of all of the outstanding membership interests of EdjSports, LLC (“EdjSports“).

In connection with the Champion Private Placement, Champion issued and sold, on a non-brokered private placement basis, an aggregate of 18,470,000 common shares (“Champion Shares“) of Champion at a price of $0.25 per Champion Share for aggregate gross proceeds $4,617,500. Champion also payed cash commissions in the aggregate amount of $322,000 and issued 1,288,000 Champion Share purchase warrants (“Champion Warrants“) to an eligible party in connection with its finder services provided to Champion in connection with the Champion Private Placement. Each Champion Warrant entitles the holder to purchase one Champion Share at a price of $0.30 until September 3, 2022. The net proceeds of the Champion Private Placement are expected to be used in connection with the Transaction, the EdjSports Acquisition and for working capital and general corporate purposes.

Champion also completed the EdjSports Acquisition, pursuant to which it acquired all of the outstanding membership interests of EdjSports from EdjSports Inc. As consideration for the acquired membership interests, Champion issued an aggregate of 24,300,000 Champion Shares and agreed to pay to EdjSports Inc. an aggregate of US$350,000 on or before December 31, 2022. Furthermore, Champion issued performance warrants (the “Performance Warrants“) to certain directors, officers, employees and consultants of Champion and EdjSports and to shareholders of EdjSports Inc. to acquire an aggregate of 24,000,000 Champion Shares. Each Performance Warrant entitles the holder to purchase one Champion Share at a price of $0.0001 per share, exercisable by the holder at any time and from time to time for a period of four years following the date of issuance thereof, subject to the satisfaction of the following vesting conditions:

• as to 25.00% (6,000,000) of the Performance Warrants, 9 months from the completion of the Transaction;

• as to 33.33% (8,000,000) of the Performance Warrants, upon Champion (or the Company following the completion of the Transaction) achieving one million monthly active users on all platforms; and

• as to 41.67% (10,000,000) of the Performance Warrants, upon Champion (or the Company following the completion of the Transaction) achieving $10 million in annualized revenue.

The Company and Champion now intend to finalize and enter into a definitive acquisition agreement in respect of the Transaction upon the previously announced terms of the Transaction, as soon as practicable.

Forward-looking Statements

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the intention to finalize and enter into an agreement for the Transaction and complete the Transaction. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct, or that the Transaction will be completed as proposed or at all. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise. As of the date of this release, the Company has not entered into a definitive agreement with Champion with respect to the Transaction and there can be no assurances that such an agreement will be executed or that the Transaction will be completed.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and receipt of shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The TSX- V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

For further information, please contact:

Prime City Capital One Corp.
Cameron Wickham
Chief Executive Officer
T: (905) 330-1602
E: wickham.cameron@gmail.com

Champion Gaming Inc.
Ken Hershman
Chief Executive Officer
T: (917) 768-5010
E: ken@championgaming.com

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/95912