Esports Entertainment, LLC (“eUnited”) entered into a merger agreement to acquire Backstageplay Inc. (TSXV:BP) for CAD 6.2 million in a reverse merger transaction on June 16, 2020. Prior to close of the transaction, Backstageplay will complete a capital reorganization resulting in Backstageplay having two classes of shares: common shares and a new class of voting shares. Upon the completion of the transaction, resulting issuer will have class A common shares and class B common shares. Backstageplay will hold all of approximately 31.7 million class A shares representing 40% of the issued and outstanding share capital of resulting issuer representing the entirety of class A shares. In consideration for the completion of the transaction, Backstageplay will issue to eUnited voting shares equal to 40% of the outstanding voting rights in Backstageplay, representing the entirety of the class of voting shares. Upon completion of the merger eUnited will retain 47.5 million exchangeable shares of resulting issuer representing 60% of the issued and outstanding capital stock of resulting issuer and no less than 7.4 million preferred securities of resulting issuer exchangeable at the election of eUnited into class B shares of resulting issuer. Concurrently with the closing of the transaction, Backstageplay will conduct a private placement of common shares or subscription receipts for common shares for minimum gross proceeds of CAD 3 million. Following the close of the transaction, Backstageplay will carry on the business of eUnited while also utilizing its existing software and intellectual property to expand its social gaming platform into the eSports industry. Upon completion of the Transaction, the Resulting Issuer is expected to resume trading on the TSX Venture Exchange under the name “Win Condition Global Entertainment Corp.”, or such other name as is acceptable to Backstageplay, eSports, the Exchange, and the corporate registrar. Upon closing of the transaction, Backstageplay’s Board of Directors will consist of five directors, three of whom will be nominees of eUnited with the remainder (at least one of whom shall be independent) being nominees acceptable to eUnited Holdco, acting reasonably. The directors and officers of eUnited at the Effective Time shall continue as the directors and officers, respectively, of surviving entity until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with surviving entity's Certificate of Incorporation and Bylaws. As of July 20, 2020, upon closing of the transaction, it is anticipated that the directors and officers of the Resulting Issuer will include the following individuals: Adam Stein, Proposed Chief Executive Officer and Director, Sean Hodgins, Proposed Chief Financial Officer and Director, Andrew Steinberg, Proposed Chief Operating Officer and Director, Stephen Brooks, Proposed Director and Carl DeMarco, Proposed Director. Completion of the transaction is subject to the satisfaction or waiver of customary terms and conditions, including receipt of all required consents and regulatory approvals as well as shareholder meetings of both companies. Backstageplay does not anticipate obtaining shareholder approval for the merger, unless required by the TSX-V, the eUnited Reorganization shall have been completed, private placement transaction of Backstageplay and all documentation evidencing the same shall have been delivered; the transaction shall have been conditionally approved by the TSXV, subject to the usual requirements of the TSXV in respect of transactions of the nature of the transaction as contemplated herein and other customary conditions. Backstageplay Inc. has called a meeting of its holders of common shares on October 21, 2020 to approve the transaction. The transaction is expected to close in the late summer of 2020. Desmond Balakrishnan of McMillan LLP acted as legal advisor to Backstageplay. Russ Cashdan of Russ A. Cashdan, a Professional Corporation and Geoffrey Cher of Wildeboer Dellelce LLP acted as legal advisor to Esports Entertainment. Jon Conlin and Michael Stephens from Fasken Martineau DuMoulin LLP acted as legal advisor to eSports Entertainment, LLC in the transaction. Esports Entertainment, LLC (“eUnited”) cancelled the acquisition of Backstageplay Inc. (TSXV:BP) in a reverse merger transaction on November 02, 2020. Backstageplay and eUnited have agreed to continue discussions as to commercial and strategic alternatives through which they can forge a continuing relationship.