TGS Esports Signs LOI to Merge with Jeff Credit

Executive Summary

• TGS Esports Inc. has signed a non‑binding Letter of Intent with Jeff Credit Ltd. to pursue a reverse takeover and business combination.
• The proposed transaction values TGS Esports at $100,000 and Jeff Credit Ltd. at $8 million; shareholders of both entities will receive pro‑rata shares in the resulting issuer.
• Upon completion, the combined entity is expected to list its common shares on the TSX‑V under the name Jeff Credit Ltd. (or another approved name).

Key Details

• LOI Date: 15 August 2025 (non‑binding).
• Transaction Structure: Reverse takeover; TGS Esports will acquire all outstanding common shares of Jeff Credit Ltd. in exchange for newly issued pro‑rata common shares of the resulting issuer.
• Valuations Used:
• TGS Esports – $100,000 (company valuation).
• Jeff Credit Ltd. – $8 million (target valuation).
• Share Exchange Ratio: Pro‑rata percentage based on the relative valuations; exact percentage to be determined in definitive agreement.
• Resulting Issuer: To continue business of both parties under the name “Jeff Credit Ltd.” (or another TSX‑V‑approved name).
• Listing Plan: Common shares of the resulting issuer intended for listing on the Toronto Stock Exchange – Venture (TSX‑V) pending required approvals.
• Next Steps:
• Negotiation and execution of definitive merger/amalgamation/share‑exchange agreement.
• Submission of an application to list the combined entity’s shares on TSX‑V after definitive agreement execution.
• Strategic Rationale (implied): Combines TGS Esports’ marketing and esports expertise with Jeff Credit Ltd.’s lending platform, potentially expanding service offerings and geographic reach.

Notable Quotes

(No direct quotes were provided in the release.)