IRW-PRESS: X1 Esports and Entertainment Ltd: X1 Esports Signs Agreement to Acquire Assets of Rocket League Community ShiftRLE

X1 Esports Signs Agreement to Acquire Assets of Rocket League Community ShiftRLE

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Upon completion of the acquisition, ShiftRLE is expected to expand X1’s global video game portfolio with media properties that have strong user engagement and growth.

• – The transaction is expected to strengthen X1’s position in the video game media space and add Shift’s 30,000+ social media followers at twitter.com/ShiftRLE
• – Rocket League averages over 80 million players per month worldwide (1)
• – The acquisition will help fulfill X1’s strategic priorities of building a diverse video game ecosystem portfolio and providing global brands with access to Generation Z audiences.

Vancouver, BC – July 25, 2022 – X1 Esports and Entertainment Ltd (X1 Esports or the Company) (CSE: XONE – WKN: A3DQM2), an Esports portfolio company that owns and operates a growing esports franchise, is pleased to announce that it has entered into an agreement to acquire ShiftRLE (“Shift”), an online news portal focused on the popular video game Rocket League.

“The addition of ShiftRLE to the X1 portfolio will be an excellent addition,” said Mark Elfenbein, CEO of X1. “Not only will this help us meet our strategic priorities of building a diverse video game ecosystem and giving global brands access to a GenZ audience, but it will also strengthen X1’s position in the video game media space.

ShiftRLE Information

Las Vegas-based ShiftRLE, led by co-founders Achilleas Fotiou and Jalen Jones, has seen steady user growth since its launch in 2020. Shift currently reaches over 8 million impressions during the RLCS – Season and sees growth of 14 million impressions during transfer periods when the roster news cycle is most active. With offices in the Americas and Europe, the organization has established an international presence in the Esports industry.

“We are excited to become a part of the X1 family as they see the potential we have in growing Rocket League as an Esport,” said Jalen Jones, co-founder of ShiftRLE. “With X1 behind us, we plan to take Shift to the next level. Our ultimate goal is to make Shift a hub where Rocket League fans can access the latest highlights and stats, and participate in interactive activities like Pick “Ems, Fantasy, and eventually our own tournaments. We want Shift to bridge the gap between casual and hardcore Rocket League players, with engaging content that appeals to multiple audiences.”

Rocket League is one of the world’s leading Esports disciplines (2). With its 5-minute games offering non-stop action, the car-football hybrid game has seen significant growth among players of all demographics since its launch and now averages 80 million players per month worldwide, according to Active Player (3).

Shift is an independent news source for Rocket League fans. Shift first gained notoriety by obtaining exclusive behind-the-scenes information about Rocket League roster moves and tryouts before they became public. Shift plays a key role in making sure the Rocket League esports conversation continues beyond the field by reporting on roster transactions and general eSportsNews.

Transaction Terms

The closing of the Proposed Acquisition is subject to the satisfaction or waiver of the closing conditions of the APA, including the execution of consulting agreements between X1 and key persons at ShiftRLE (the “Consulting Agreements”). The Closing Date is expected to occur on or before the tenth business day following the signing of the APA.

Pursuant to the APA, X1 will acquire 100% of the assets of ShiftRLE and acquire the key personnel of ShiftRLE for an aggregate consideration of (i) US$50,000 in cash, of which US$25,000 will be payable at closing and US$25,000 will be payable within 45 days after closing; (ii) 333.333 common shares in the capital of X1 with a deemed issue price of CAD$0.45 per common share (the “Consideration Shares”) to be distributed to each of the four Key Persons; and (iii) a 7% share of the gross revenues generated by Shift during the first (36) months following the Closing, up to a maximum of US$250,000 (the “Earnout”). The Earnout may be paid in cash or shares of common stock, at the Company’s option, at a price equal to the fourteen-day market price prior to the payment date or such other price as may be required under the policies of the Exchange.

The shares are subject to a four-month hold period imposed by the CSE from the date of issuance and a contractual resale restriction that will result in 25% of the shares being released six (6) months after the closing date and at six (6) month intervals thereafter. The shares of consideration are payable to ShiftRLE’s key personnel at closing, concurrently with their entry into the consulting agreements.

Pursuant to the Consulting Agreements, X1 will hire each of ShiftRLE’s four key personnel as consultants to X1 to continue the operation of Shift’s media business. Jalen Jones, co-founder of ShiftRLE, will serve as Shift Media’s Operations Manager; Achilleas Vaios Fotiou, co-founder of ShiftRLE, will be Investigative Lead; Martin Faltus will be Digital Content Lead; and Louis Sliwa will be Designer and Community Manager.

Key Highlights of the Transaction

• – Growth of Twitter users to over 30,000 followers (4)
• – Ability to deliver social media impressions: Shift reaches millions of social media impressions monthly
• – Opportunity to join the growing Rocket League ecosystem.

About X1

X1 Esports and Entertainment is a gaming and media portfolio company that owns and operates a growing Esports franchise, RixGG. Rix.gg’s business is the competitive playing of video games by teams for cash prizes and related activities such as merchandising and hosting tournaments.

For more information about the company, visit www.X1Esports.com or email [email protected].

1) Rocket League: “Rocket League Live Player Count and Statistics,” Active Player, https://activeplayer.io/rocket-league/ (accessed July 22, 2022).

2) “Top 15 Most Popular PC Games of 2022,” Active Player, https://activeplayer.io/top-15-most-popular-pc-games-of-2022/ (accessed July 22, 2022).

3) See note 1.

4) twitter.com/ShiftRLE (accessed July 22, 2022).

About this press release:

The German translation of this press release is provided to you by https://www.aktien.news – your news portal for precious metals and commodities stocks. For more information, please visit https://www.akt.ie/nnews.

Legal notice

All information contained in this press release regarding the Company and ShiftRLE has been provided by the respective parties, and the Company and its respective directors and officers have relied upon Jalen Jones, co-founder of ShiftRLE, for all information regarding ShiftRLE.

Completion of the acquisition of ShiftRLE is subject to a number of conditions precedent, including, but not limited to, the execution of consulting agreements with key personnel of ShiftRLE and the delivery of closing documents as contemplated by the APA. The Transaction cannot close until all of these conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.

Certain information in this press release may contain forward-looking statements that involve significant known and unknown risks and uncertainties. Forward-looking statements are often identified by words such as “will,” “may,” “should,” “expects” and similar expressions. All statements in this press release that are not historical facts 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. Forward-looking information in this press release includes the completion of the acquisition of the assets of ShiftRLE, the execution of consulting agreements with key ShiftRLE personnel, the ability of ShiftRLE to integrate into the X1 portfolio as expected or at all, the growth of ShiftRLE and the establishment of ShiftRLE as a hub for esports with additional offerings to its current media service, and the generation of revenue by ShiftRLE. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure of the Company to comply with the terms of the applicable securities exchange(s) and other risks detailed from time to time in the Company’s filings with securities regulatory authorities as well as the failure to complete the transaction, changing market and industry conditions, the ability of X1 and ShiftRLE to execute their respective business strategies, including expansion plans, the continued relevance of ShiftRLE’s media capabilities, competitive conditions, adverse industry events, the availability of capital and financing as needed. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted due to numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control. Readers are cautioned not to place undue reliance on forward-looking information. Such information, although believed by management to be reasonable at the time it was made, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release and the Company disclaims any intention or obligation to update or revise such information, except as required by law.

CSE does not accept responsibility for the adequacy or accuracy of this press release.

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