--- title: "TGS Esports Signs LOI to Merge with Jeff Credit" description: "TGS Esports Inc. has signed a non-binding letter of intent to merge with Jeff Credit Ltd., outlining terms for a proposed business combination. The transaction will result in a reverse takeover, with " type: "news" locale: "en" url: "https://longbridge.com/en/news/275165009.md" published_at: "2026-02-06T19:05:27.000Z" --- # TGS Esports Signs LOI to Merge with Jeff Credit > TGS Esports Inc. has signed a non-binding letter of intent to merge with Jeff Credit Ltd., outlining terms for a proposed business combination. The transaction will result in a reverse takeover, with the combined entity continuing under the name Jeff Credit Ltd. Shareholders of Jeff Credit will become shareholders of the resulting issuer, which is expected to be listed on the TSX Venture Exchange. The merger aims to integrate TGS Esports' marketing expertise with Jeff Credit's lending services, enhancing their market presence. TGS Esports Inc. and Jeff Credit Limited Announce Proposed Business Combination Mr. Spiro Khouri reports Vancouver, British Columbia--(Newsfile Corp. - February 6, 2026) - TGS Esports Inc. (TSXV: TGS) has signed a non-binding letter of intent dated Aug. 15, 2025, with Jeff Credit Ltd. (the target). The LOI outlines the general terms and conditions of a proposed business combination and financing transaction having regard to relevant tax, securities and other factors that will result in a reverse takeover of the company and its shareholders. The LOI is intended to be a non-binding proposal regarding the contemplated transaction and is subject to the signing of a definitive agreement concerning the transaction, which incorporates the principal terms of the LOI. The resulting issuer The transaction will result in the company and the target combining their respective businesses and continuing under the name Jeff Credit Ltd. or such other name as determined by the target (the resulting issuer), provided such name is acceptable to the TSX Venture Exchange. The resulting issuer is expected to continue the business of the target and the company with the common shares of the resulting issuer being listed on the TSX-V subject to required approvals. Pursuant to the transaction, the company will acquire all of the issued and outstanding common shares in the capital of the target in consideration for issuance of a pro rata percentage (based on respective valuations of the target and the company) of the issued and outstanding common shares of the resulting issuer at the closing of the transaction, on a fully diluted basis, based on a valuation of the company of $100,000 and a valuation of the target of $8-million, as may be amended from time to time upon the mutual written agreement of the parties. Shareholders of the target will become shareholders of the resulting issuer. About TGS Esports Inc. TGS Esports is a full-service marketing solutions provider that specializes in engaging video game and esports fans. TGS Esports creates gaming strategies and marketing programs for brands that want to connect with diverse communities of gamers in any genre, anywhere they play. TGS Esports works with an extensive network of influencers, creators and gaming community organizations to create unique content for every digital and social media platform. TGS Esports builds custom brand activations for live, in-person engagement, for long- and short-form video, and for live-streaming events and tournaments. TGS Esports has unmatched expertise in cultivating relationships and driving viewership among highly coveted and elusive young audiences. About Jeff Credit Ltd. Jeff Credit is a professional lending institution, licensed by the government of Hong Kong for over a decade. It provides credit to its clients located primarily in Hong Kong, underpinned by careful due diligence and robust risk management frameworks. Jeff Credit's comprehensive credit services include property mortgage loans, personal loans, car loans, and financing solutions for small and medium-sized enterprises (SMEs). Jeff Credit employs advanced risk assessment systems and multiple guarantee mechanisms to ensure sound risk management. Furthermore, the handling and disposal of distressed assets are some of Jeff Credit's specialties. Looking to the future, Jeff Credit is closely evaluating the ESG-related (environmental, social and governance) market. Jeff Credit is planning to partner with providers of green taxis to offer credit services for drivers who need to lease new electric vehicles for their transportation businesses. Next steps Following the execution of the LOI, the target and the company will begin to negotiate and settle definitive documentation in relation to the transaction, including a definitive merger, amalgamation or share exchange agreement setting forth the detailed terms of the transaction, including the terms set out in the LOI and such other terms and conditions as are customary for transactions of a similar nature and magnitude of the transaction. It is expected that an application for the listing of the resulting issuer shares will be submitted to the TSX-V following the execution of the definitive agreement. We seek Safe Harbor. Contact: Spiro Khouri skhouri@thegamingstadium.com To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283041 ### Related Stocks - [ESPO.US - VanEck Video Gaming and eSport ETF](https://longbridge.com/en/quote/ESPO.US.md) - [GMBLP.US - Esports Entertain Grp Pref Share GMBLP 10 11/16/26](https://longbridge.com/en/quote/GMBLP.US.md) - [GMBLZ.US - ESPORTS ENTERTAINMENT GROUP INC C/WTS 02/03/2027 (TO PUR COM)](https://longbridge.com/en/quote/GMBLZ.US.md) - [PEJ.US - Invesco Leisure & ENT ETF](https://longbridge.com/en/quote/PEJ.US.md) - [BJK.US - VanEck Gaming ETF](https://longbridge.com/en/quote/BJK.US.md) - [GMBL.US - Esports ENT](https://longbridge.com/en/quote/GMBL.US.md) - [JFBR.US - Jeffs Brands](https://longbridge.com/en/quote/JFBR.US.md) - [JFBRW.US - JEFFS BRANDS LTD C/WTS (TO PUR COM)](https://longbridge.com/en/quote/JFBRW.US.md) - [GMBLW.US - ESPORTS ENTERTAINMENT GROUP INC](https://longbridge.com/en/quote/GMBLW.US.md) - [HERO.US - Global X Video Games & Esports ETF](https://longbridge.com/en/quote/HERO.US.md) ## Related News & Research | Title | Description | URL | |-------|-------------|-----| | 銀娛全年經調整 EBITDA 升 19% 末期息增六成 聚焦高端中場業務 | 銀河娛樂（027）公佈 2025 年全年業績，淨收益按年升 13% 至 492 億元；經調整 EBITDA 升 19% 至 145 億元。末期息擬派發 0.8 元每股，按年增 60%。第四季度淨收益為 138 億元，按年上升 22%。集團主 | [Link](https://longbridge.com/en/news/276985448.md) | | Nvidia 收入再創新高 揚言 AI 代理已達拐點 算力轉化收入 惟銷售集中惹擔憂 | 英偉達（Nvidia）第四季業績超預期，整體收入及數據中心收入創新高，CEO 黃仁勳表示 AI 算力已達拐點，預計第一財季收入約 780 億美元。儘管數據中心銷售集中引發擔憂，股價在盤後交易中一度上漲 4%，但分析師會議期間曾下跌 1.5% | [Link](https://longbridge.com/en/news/276976069.md) | | David Ellison 向派拉蒙員工傳達的信息是：技術是取勝的關鍵 | 大衞·埃利森向派拉蒙員工傳達了一個信息：科技是獲勝的關鍵 | [Link](https://longbridge.com/en/news/277060034.md) | | Artisan Partners Limited Partnership 出售了 177,060 股 Take-Two Interactive Software 公司的股票，股票代碼為$TTWO | Artisan Partners Limited Partnership 已經將其在 Take-Two Interactive Software, Inc. 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