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Champion Gaming Group Inc. M&A Activity 2021

Dec 9, 2021

45514_rns_2021-12-09_ee4c0807-8144-4206-92d9-4e524f03d1b6.pdf

M&A Activity

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NOTICE OF CHANGE IN CORPORATE STRUCTURE Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

Item 1 Names of the Parties to the Transaction

The following companies were parties to the transaction:

Champion Gaming Group Inc. (formerly, Prime City One Capital Corp.), a company incorporated under the Business Corporations Act (Ontario) (the “ Company ”)
Champion Gaming Inc., a company incorporated under the Business Corporations Act (Ontario) (“ Champion ”)

Item 2 Description of the Transaction

Reverse Take-Over Transaction

On November 30, 2021, the Company completed a business combination (the “ Transaction ”) with 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 Company by Champion pursuant to the policies of the TSX Venture Exchange (the “ TSXV ”). In this material change report, references to the “Resulting Issuer” are to the Company following the closing of the Transaction. Prior to the completion of the Transaction, the Company changed its name from “Prime City One Capital Corp.” to “Champion Gaming Group Inc.” In addition, the common shares of the Company (the “ Common Shares ”) were consolidated on the basis of one postconsolidation 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 Company 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 Company on substantially similar terms.

The Company continues to be a reporting issuer in British Columbia, Alberta and Ontario. The Company is a “venture issuer” as such term is defined in National Instrument 51-102.

Board of Directors and Management

Effective upon closing of the Transaction, the board of directors of the Company 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 the Company was changed to be made up of: Kenneth Hershman (Chief