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X1 Esports Enters into Agreement to Acquire Tyrus Talent Services to Enter Creator Economy Market

Mergers & Acquisitions

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X1 Esports Enters into Agreement to Acquire Tyrus Talent Services to

Enter Creator Economy Market

● Acquisition is intended to expand X1 Esports’ reach into Gen Z demographic and

add additional revenue streams

● Tyrus Talent Services is a digital influencer management firm specializing in

working with YouTube, TikTok, and Twitch content creators, brand ambassadors

and brands across all social media channels

VANCOUVER, BC – July, 18, 2022 – X1 Esports and Entertainment Ltd. (CSE:XONE) (“X1”

or the “Company”), an esports portfolio company which owns and operates a growing esports

franchise, is pleased to announce entry into a definitive agreement, pursuant to which X1

intends to acquire Tyrus, LLC, (“Tyrus”), an influencer management firm empowering gamers,

content creators and influencers.

“The Tyrus platform expertly bridges the gap between international brands and the gaming

ecosystem,” said Mark Elfenbein, CEO of X1 . “The addition of the Company to our portfolio,

will help to establish X1 as an advertising sales organization with access to some of the most

sought-after content creators in the video games category.”

Since 2017, Tyrus has partnered with content creators providing comprehensive management

of YouTube, TikTok, Twitch and other social media channels as well as consultation on

personal brand growth strategies and partnership management.

“We’re excited to join the X1 family,” said Amanda Solomon, CEO of Tyrus. “Our main focus

with Tyrus is to be an industry disrupter by offering white glove services to our talent and diverse

and inclusive roster of highly talented influencers who are enabling global brands to access and

engage motivated Gen Z audiences. I’m supremely confident that joining X1 will take us to the

next level and help us become an increasingly dominant player in this space.”

Transaction Terms

Pursuant to the terms of a membership interest purchase agreement (the “Agreement”) dated

July 15, 2022, the Company will acquire 100% of the issued and outstanding membership

interest of Tyrus for total considerati on of up to approximately US$350 ,000 (the “Purchase

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Price”). The Purchase Price is payable as follows: i) US$150,000 in cash payments due within

60 days of closing; and ii) the issuance, at closing, of 555,555 fully-paid common shares in the

capital of the Company at a deemed issue price of $0.45 per Common Share. In addition, a

bonus payment of US$100,000 may payable if Tyrus reaches US$1,750,000 in its first full year

of revenue, which may be settled in cash or Common Shares at the option of the Company.

The Common Shares forming part of the Purchase Price will be subject to subject to a statutory

hold period of four months and one day from the date of issuance , and a contractual resale

restriction that will result in 25% of the Common Shares being released twelve ( 12) months

following the closing date, and 25% being released at six (6) month intervals thereafter.

The securities of the Company referred to in this news release have not been and will not be

registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities

Act”), or any state securities laws. Accordingly, the securities of the Company may not be

offered or sold within the United States unless registered under the U.S. Securities Act and

applicable state securities laws or pursuant to an exemption from the registration requirements

of the U.S. Securities Act and applicable state securities laws. This news release does not

constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in

any jurisdiction in which such offer, solicitation or sale would be unlawful.

About X1

X1 Esports and Entertainment is a video game and media portfolio company which owns and

operates a growing esports franchise, RixGG. The business of the Company is the competitive

playing of video games by teams for cash prizes, and operations ancillary to such competition,

such as merchandising and the hosting of tournaments.

For more information on the Company, visit www.X1Esports.com or email

[email protected].

About Tyrus

Tyrus Talent Services is a boutique talent management group for digital content creators.

Specifically, we work with creators in the gaming and lifestyle verticals, providing creators with

paid opportunities from free game codes to booking for live shows and paid partnerships around

the globe. We also offer more integrated services such as social media management, platform

management, video editing, and short form content editing. To put it simply, Tyrus supports our

creator’s business with expert knowledge and management of partnerships and activations with

major companies.

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FORWARD LOOKING STATEMENTS:

All information contained in this news release with respect to the Company and Tyrus was

supplied by the parties, respectively, for inclusion herein, and the Company and its respective

directors and officers have relied on Tyrus for any information concerning such party.

Completion of the Transaction is subject to a number of conditions precedent, including but not

limited to, receipt of appropriate regulatory approvals. The Transaction cannot close until all

such conditions are satisfied. There can be no assurance that the Transaction will be completed

as proposed or at all.

Certain information in this news release may contain forward -looking statements that involve

substantial known and unknown risks and uncertainties. Forward-looking statements are often

identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and s imilar

expressions. All statements other than statements of historical fact included in this news release

are forward-looking statements that involve risks and uncertainties. There can be no assurance

that such statements will prove to be accurate and actual results and future events could differ

materially from those anticipated in such statements. Important factors that could cause actual

results to differ materially from the Company’s expectations include the failure to satisfy the

conditions of the rele vant securities exchange(s) and other risks detailed from time to time in

the filings made by the Company with securities regulations. The reader is cautioned that

assumptions used in the preparation of any forward -looking information may prove to be

incorrect. Events or circumstances may cause actual results to differ materially from those

predicted as a result of numerous known and unknown risks, uncertainties, and other factors,

many of which are beyond the control of the Company. The reader is cautioned not to place

undue reliance on any forward -looking information. Such information, although considered

reasonable by management at the time of preparation, may prove to be incorrect and actual

results may differ materially from those anticipated. Forward -looking statements contained in

this news release are expressly qualified by this cautionary statement. The forward -looking

statements contained in this news release are made as of the date of this news release and the

Company disclaims any intention or obligation to update or revise such information, except as

required by applicable law.