Prime City and Champion Gaming Announce Letter of Intent for Proposed Reverse Take-Over Transaction

Toronto, Ontario--(Newsfile Corp. - April 7, 2021) - Prime City One Capital Corp. (TSXV: PMO.H) ("Prime City" or the "Company") and Champion Gaming Inc. ("Champion") are pleased to announce that they have entered into a letter agreement (the "Letter Agreement"), dated April 7, 2021, pursuant to which the Company and Champion have agreed to complete an arm's length transaction (the "Transaction") that, if completed, will result in a reverse take-over of the Company by Champion. Following the completion of the Transaction, it is intended that the resulting issuer (the "Resulting Issuer") will carry on the current business of Champion. The completion of the Transaction is subject to a number of conditions as discussed below, including the approval of the TSX Venture Exchange ("TSX-V").

Champion is building a premier technology and data intelligence business for the sports wagering industry. Champion aims to empower sports wagering fans using the power of proprietary data, advanced analytics, and exclusive content with one simple mission - to give its customers the winning edge! In establishing its strong data intelligence platform, Champion has entered into an agreement to combine its business with EdjSports Inc. ("EdjSports"). Champion was incorporated in the province of Ontario on February 2, 2021.

The EdjSports.com predictive analytics platform utilizes the same tools built originally for NFL teams and used by Super Bowl champions, and elite sports media and delivers it into the hands of data-driven consumers looking for an edge. These tools include EdjSports' proprietary Game-Winning Chance (win probability) metric, and Game-Winning Margin (spread) and Game-Total Points (over/under) distributions, as well as daily rankings and adjustable power indices that give the consumer the ability to test their own theories against the EdjSports analysis.

EdjSports offers proprietary intelligence tools and insights for the NFL, NCAA football and basketball, NBA, NHL, MLB, and many international and domestic soccer leagues including Bundesliga, Champions League, EPL, LaLiga, MLS, Serie A, and USL.

The EdjSports portfolio includes Football Outsiders (https://www.footballoutsiders.com), EdjVarsity (https://www.edjvarsity.com), and an exclusive partnership with Massey Ratings. Football Outsiders is led by famous sports influencer Aaron Schatz, creator and founder of Football Outsiders and the revolutionary NFL metrics, DVOA and DYAR.

The capital raised in the Concurrent Financing (as defined below) will primarily be used to amplify and market EdjSports' new consumer subscription platform (edjsports.com), targeting data-driven bettors, fantasy players, fans, and media.

Mr. Cameron Wickham, CEO of Prime City, commented, "This transaction is a very exciting opportunity for Prime City as Champion has positioned itself as a leader in technology and data intelligence as it relates to the fast-growing sports wagering sector." He added, "We are very impressed with the Champion and EdjSports management teams and the technology, data and content platform they have developed."

Mr. Ken Hershman, CEO of Champion, commented, "The sports wagering marketplace is one of the fastest growing markets in the world today, and we couldn't be more excited about the prospects of building a world class wagering data and analytics company, with EdjSports as the cornerstone of that initiative." He added, "EdjSports has already established itself as a leader in the space, and we look forward to working closely with their stellar management team as we build out Champion Gaming's ambitious business plan."

Mr. Sean O'Leary, CEO of EdjSports, commented, "Our new partnership with Champion Gaming will elevate EdjSports to the next level as we prepare to launch a brand-new site for the NFL season with real-time advanced analytics tools and exclusive editorial features to create a smarter betting experience for our members and continue looking for new acquisition opportunities to expand our global reach in the sports betting market."

Under the terms of the Letter Agreement, it is intended that the Company and Champion will enter into a definitive business combination agreement (the "Definitive Agreement"), pursuant to which the Transaction will be completed by way of merger, amalgamation, arrangement or other similar form of transaction; the final structure of which will be subject to the receipt by the parties of all relevant tax, corporate and securities law advice. The Definitive Agreement will incorporate the principal terms of the Transaction set forth in the Letter Agreement, together with other representations, warranties, and indemnities customary for transactions of similar nature.

The Proposed Transaction

It is contemplated that the Company will acquire all the issued and outstanding common shares of Champion (the "Champion Shares") by way of a share exchange, plan of arrangement, amalgamation or other form of business combination. In exchange for all of the outstanding Champion Shares, the Company will issue common shares of the Resulting Issuer to the shareholders of Champion at an exchange ratio to be determined by the parties based on the relative valuations of the Company and Champion provided for in the Definitive Agreement. Furthermore, all securities exchangeable or convertible into, or other rights to acquire Champion Shares, will be exchanged, on the same economic terms, for equivalent securities of the Resulting Issuer.

The Company's common shares (the "Company Shares") are currently listed on the NEX board of the TSX-V under the symbol "PMO.H". In connection with the announcement of the Letter Agreement, trading in the Common Shares has been halted pursuant to the policies of TSX-V. Trading will remain halted until, among other things, the Company completes certain regulatory filings in connection with the Transaction with TSX-V and TSX-V has completed any preliminary background searches on the proposed new insiders of the Company it considers necessary or advisable.

Terms and Conditions of the Transaction

The completion of the Transaction is subject to the satisfaction of various conditions, including, but not limited to: (i) the negotiation of the Definitive Agreement; (ii) receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; (iii) satisfactory results of due diligence and absence of any material change or a change in a material fact or a new material fact affecting the Company, Champion and EdjSports; (iv) Champion completing its planned business combination with EdjSports; (v) completion of the Concurrent Financing (defined below); (vi) if applicable, each party having received appropriate approvals from their shareholders; and other conditions as are standard for a transaction of this nature.

Prior to or concurrently with the completion of the Transaction, Champion intends to complete an equity financing by way of private placement of subscription receipts for gross proceeds of Cdn. $4,500,000 or such other amount that is adequate to meet the applicable listing requirements of the TSX-V (the "Concurrent Financing").

It is anticipated that the Company will be valued at Cdn. $750,000 (based on 12,202,010 issued and outstanding Company Shares at a value of approximately Cdn. $0.0615 per share) and Champion will be valued at Cdn. $11,000,000 on a pre-Concurrent Financing basis. Based on the relative valuations of the Company and Champion at closing of the Transaction, the Company will issue the applicable number of common shares of the Resulting Issuer to the shareholders of Champion.

Prime City will also issue performance warrants (the "Performance Warrants") to acquire an aggregate of 24,000,000 Resulting Issuer Shares. The Performance Warrants will be exercisable for Resulting Issuer Shares in three tranches (6,000,000, 8,000,000, and 10,000,000 Resulting Issuer Shares, respectively) and will vest upon the achievement of certain milestones.

Prime City intends to raise $100,000 in financing prior to the completion of the Transaction to fund its costs and expenses in connection with the Transaction and for working capital purposes. The Company will provide further details through press release once the structure and terms of this financing are determined.

Resulting Issuer

It is expected that the Resulting Issuer will continue the business of Champion and EdjSports and will be renamed to Champion Gaming Group Inc. or such other name as may be reasonably determined by Champion. In addition, it is intended that upon closing of the Transaction that the common shares of the Resulting Issuer will be listed and posted for trading on the TSX-V.

Following the completion of the Transaction, it is expected that the board of directors of the Resulting Issuer will consist of a minimum of 7 directors with 2 directors to be nominated by the Company and 5 directors to be nominated by Champion. In addition, it is also anticipated that the current management of Champion and EdjSports will become the management of the Resulting Issuer upon completion of the Transaction.

About Champion Gaming Inc.

Champion Gaming Inc., led by Ken Hershman (former President of HBO Sports), is building a premier technology and data intelligence business for the sports wagering industry. Champion is combining its business with EdjSports Inc., a company that empowers smarter decision-making with proven predictive and prescriptive analytical models and win probability applications in the sports industry for teams, media, fans, and bettors. EdjSports helps decision makers enhance their ability to gain the competitive edge that ultimately impacts the bottom line - winning. EdjSports properties include EdjSports.com, Football Outsiders, and EdjVarsity. EdjSports also has an exclusive strategic partnership with Massey Ratings.

About Prime City One Capital Corp.

Prime City One Capital Corp. was incorporated under the Business Corporations Act (Ontario) on September 2, 2004. The Company is currently listed on the NEX board of the TSX-V under the symbol "PMO.H".

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 ability of the Company to complete the Transaction on the terms and conditions contained in this news release and Champion's proposed business objectives. 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 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.ca

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.

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