Champion Gaming Group Inc. Announces Completion of Reverse Takeover Transaction

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Toronto, Ontario–(Newsfile Corp. – November 30, 2021) – Champion Gaming Group Inc. (TSXV: PMO.H) (the “Corporation“), formerly, Prime City One Capital Corp., is pleased to announce that it has completed its previously announced business combination (the “Transaction“) with Champion Gaming Inc. (“Champion“) pursuant to an acquisition agreement (the “Acquisition Agreement“) dated September 8, 2021. The completion of the Transaction resulted in the reverse takeover of the Corporation by Champion pursuant to the policies of the TSX Venture Exchange (the “TSXV“). In this news release, references to the “Resulting Issuer” are to Champion Gaming Group Inc. following the closing of the Transaction. In accordance with the TSXV’s policies, the Resulting Issuer’s shares (the “Resulting Issuer Shares“) will remain halted for trading until the TSXV issues its final bulletin in respect of the Transaction. Trading of the Resulting Issuer Shares is expected to commence on or about December 2, 2021 under the trading symbol “WAGR”.

The Transaction

Prior to the completion of the Transaction, the Corporation changed its name from “Prime City One Capital Corp.” to “Champion Gaming Group Inc.” In addition, the common shares of the Corporation (the “Common Shares“) were consolidated on the basis of one post-consolidation Common Share for every four pre-consolidation Common Shares (the “Consolidation“), such that, after completion of the Consolidation, the holders of Common Shares (“Shareholders“) held an aggregate of 3,050,486 post-Consolidation Common Shares. Upon the completion of the Transaction, the Resulting Issuer issued an aggregate of 62,895,334 post-Consolidation Resulting Issuer Shares to Champion’s former shareholders at a deemed price of $0.25 per Resulting Issuer Share, on the basis of one Resulting Issuer Share for each one common share of Champion held by them immediately prior to the closing of the Transaction. The Resulting Issuer also issued common share purchase warrants of the Corporation entitling the holders thereof to purchase an aggregate of 25,288,000 of Resulting Issuer Shares to the former holders of 24,000,000 performance warrants and 1,288,000 finder warrants of the Corporation on substantially similar terms.

Effective upon closing of the Transaction, the board of directors of Champion Gaming was reconstituted to consist of: Kenneth Hershman, Sean O’Leary, David Lubotta, Paxton Baker and Cameron Wickham. Also, effective upon the completion of the Transaction, the management of Champion Gaming was changed to be made up of: Kenneth Hershman (Chief Executive Officer), John Barkeley (Chief Financial Officer), Sean O’Leary (President) and Frank Frigo (Chief Innovation Officer).

Additional information related to the Champion Gaming’s business, capitalization and the Transaction (including the members of the management team and board of directors mentioned above) is set out in the Corporation’s filing statement (the “Filing Statement“) prepared in accordance with the policies of the TSXV, which is available under the Corporation’s profile on SEDAR at www.sedar.com.

Irwin Lowy LLP acted as legal counsel to Champion in connection with the Transaction. Kuo Securities Law Professional Corporation acted as legal counsel to the Corporation in connection with the Transaction.

Additional Information for Champion Gaming Shareholders

Registered holders of pre-Consolidation Common Shares were sent letters of transmittal by mail, from the Corporation’s transfer agent, TSX Trust Company, providing instructions to exchange share certificates or DRS statements representing pre-Consolidation Common Shares for their entitlement to post-Consolidation Common Shares. Non-registered Shareholders holding Champion Gaming Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation and the name change than those that will be put in place for registered Shareholders. If Shareholders hold their Common Shares through intermediaries and have questions in this regard, they are encouraged to contact their intermediaries. Further details regarding the Transaction are set out in the Filing Statement, which is available on SEDAR (www.sedar.com) under the Corporation’s profile.

About Champion Gaming Group Inc.

Champion Gaming Group Inc. is a sports content, data and analytics company that provides predictive and prescriptive analytical models and win probability applications and statistics in the sports industry for teams, media, fans, and bettors. The sports analytical and data solutions currently offered by Champion to its customers include: a fully customized probability engine; interactive sports matchup models; spread and over/under distributions; and sports statistics and historical data statistics.

Reader Advisory

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release. The TSXV does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains certain “forward-looking statements” including, for example, statements relating to the completion of the Transaction. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, including final approval from the TSXV, the state of the capital markets, the impact of the COVID-19 pandemic, the ability of the Resulting Issuer to successfully manage the risks inherent in pursuing business opportunities in the online gaming industry, and the ability of the Resulting Issuer to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement reflects information available to the Corporation as of the date of this news release and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Champion Gaming Group Inc.

Ken Hershman
Chief Executive Officer
T: (917) 768-5010
E: [email protected]

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105875