Prime City and Champion Gaming Announce Receipt of TSXV Conditional Approval and Filed Filing Statement for Their Proposed Reverse Takeover Transaction

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Toronto, Ontario–(Newsfile Corp. – November 17, 2021) – Prime City One Capital Corp. (TSXV: PMO.H) (“Prime City” or the “Company“) and Champion Gaming Inc. (“Champion“) are pleased to announce that the Company has received conditional approval (the “Conditional Approval“) from the TSX Venture Exchange (the “Exchange“) for its previously announced reverse takeover transaction with Champion (the “Transaction“). The Company has filed on www.sedar.com its filing statement dated November 14, 2021 prepared in accordance with the policies of the Exchange and providing information with respect to the Company, Champion and the Transaction.

Shareholder Approval

In connection with the Transaction, the Company held its annual and special meeting of shareholders (the “Meeting“) on October 13, 2021 and obtained the requisite shareholder approval for, among other things: (i) the consolidation of the Company’s issued and outstanding common shares on a 4 to 1 basis; (ii) the name change of the Company to “Champion Gaming Group Inc.”; (iii) the adoption of new By-Law No. 1; (iv) the adoption of the new omnibus equity incentive plan; and (v) the election of Kenneth Hershman, Sean O’Leary, David Lubotta, Paxton Baker and Cameron Wickham as the new directors of the resulting issuer.

For more details regarding the foregoing matters that have received approval at the Meeting, please refer to the management information circular of the Company dated September 8, 2021 filed on www.sedar.com.

Closing & Trading

The closing of the Transaction is expected to take place on or around November 30, 2021, subject to a number of conditions, including approval of the Transaction by the shareholders of Champion at a special shareholders’ meeting to be held on November 26, 2021, as well as other customary closing conditions for a transaction of a similar nature, including, but not limited to: (i) confirmation of the representations and warranties of each party to the acquisition agreement dated September 8, 2021 between the Company, Champion and 2864754 Ontario Inc. (a wholly-owned subsidiary of the Company); and (ii) delivery of customary closing documentation.

The trading of the Company’s common shares will remain halted until the Company receives the Exchange’s final acceptance of the Transaction. Following closing of the Transaction, including the aforementioned share consolidation and name change of the Company to “Champion Gaming Group Inc.,” and upon receipt of the Exchange’s final acceptance, the post-consolidation common shares of the Company are expected to be listed on the Exchange under the symbol “WAGR.”

For further information, please contact:

Prime City One Capital 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

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 complete the Transaction, the timing thereof and the listing of the Company’s shares on the Exchange. 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. 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/104014