Credent Capital and Good Gamer provide update on Qualifying Transaction

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    Jasleen Kour
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Credent Capital Corp (the Company) and Good Gamer Corp (Good Gamer) are pleased to provide an update on the proposed Qualifying Transaction between the Company and Good Gamer  As previously announced on December 24 2020 and February 1 2021 the Company has agreed to acquire all of the issued and outstanding securities of Good Gamer (the Proposed Transaction) The Proposed Transaction will be a reverse takeover of the Company by Good Gamer and its shareholders

Good Gamer is pleased to announce that it is focusing its resources on its North American GoodGamer Esports Tournament Management Platform (see Good Gamer news release dated April 21 2021)  The Tournament Management Platform allows iOS and Android mobile game publishers the opportunity to integrate real money competitions to their skill based mobile casual games and connecting gamers around the word by allowing them to responsibly compete for real-prize money 

Offering configurable head-to-head and multi-player tournaments as well as a dynamic leaderboard feature the Tournament Management Platform caters to all categories of skill-based mobile casual games and players from all popular gaming genres as well as more niche selections The Tournament Management Platform enables gaming publishers to add an additional source of revenue to their games by integrating the GoodGamer Software Design Kit (SDK)  The Tournament Management Platform includes a number of key features that gamers will find beneficial including a variety of tournament types loyalty rewards player rankings and a highly responsive customer support service layer

Previously Good Gamer was focusing its resources in operating a fantasy sports app in India  The management team of Good Gamer elected to shut down its fantasy sports operations in India due to lack of games in a regular cricket schedule deposits averaging small amounts high competition with other companies and an unstable economic landscape surrounding fantasy sports and Esports in India  Further the COVID-19 pandemic caused the largest cricket league in India to greatly suffer which further exasperated Good Gamer's operations in India

The Transaction

The Proposed Transaction will be affected by way of a three-cornered amalgamation among the Company Good Gamer and a subsidiary of Credent (Credent Sub)  Pursuant to the Proposed Transaction holders of the issued and outstanding common shares of Good Gamer (the Good Gamer Shares) will receive one Credent Share (as they exist on a post-Consolidation basis) for each Good Gamer Share held (the Exchange Ratio) It is anticipated that approximately 30414088 new Credent Shares will be issued under the Proposed Transaction  Pursuant to the Proposed Transaction all existing securities convertible into Good Gamer Shares shall be exchanged based on the Exchange Ratio for similar securities to purchase Credent Shares on substantially similar terms and conditions 

On or immediately prior to the completion of the Proposed Transaction it is anticipated that: (i) the Company will effect a name change to Good Gamer Entertainment Inc; and (ii) the Company will consolidate the issued and outstanding common shares in the capital of the Company (the Credent Shares) on the basis of one new Credent Share for every five old Credent Shares issued and outstanding (the Consolidation)

There is currently an aggregate of 4250000 Credent Shares issued and outstanding  As a result of the Consolidation there will be 850000 Credent Shares issued and outstanding on a post-Consolidation basis

Prior to closing of the Transaction Credent will settle corporate indebtedness of $139000 by issuing 347500 post-Consolidation Credent Shares at a price of $040 per share (the Debt Conversion)

In conjunction with closing of the Proposed Transaction Credent will also pay a finder's fee to Madale Investment Corp an arm's length party of 1000000 post-consolidation Credent Shares and 1000000 share purchase warrants subject to TSX Venture Exchange approval  Each warrant will be exercisable at $040 per share for a period of two years from the date of issue  The shares will be issued at a price of $040 per share for total value of $400000

The Proposed Transaction is subject to certain customary conditions as well as:

    1. Shareholder approval of Good Gamer and no more than 5% of the shareholders of Good Gamer exercising dissent rights;
    2. Completion of the RTO Offering;
    3. Completion of the Consolidation by the Company;
    4. Completion of the Debt Conversion by the Company;
    5. Acceptance of the TSX Venture Exchange and if applicable consents or approvals from any other regulatory body;
    6. No material adverse change of Good Gamer or the Company; and
    7. The resignation of the current directors and officers of the Company and he appointment of the nominees of Good Gamer to the resulting issuer

The Proposed Transaction is an arm's length transaction in accordance with the policies of the TSX Venture Exchange and is not subject to the approval of the shareholders of the Company  The Company is not required to obtain shareholder approval in connection with the Name Change and the Consolidation pursuant to the Articles of the Company and applicable corporate law

No Non-Arm's Length Parties to Credent hold a director or indirect beneficial interest in the Target  None of the Non-Arm's Length Parties to Credent are insiders of the Target  There is no relationship between the Non-Arm's Length Parties to Credent and the Non-Arm's Length Parties to the Qualifying Transaction (as defined by the rules of the TSX Venture Exchange)

Financing

In conjunction with the Proposed Transaction the Company completed a non-brokered private placement of 10000000 subscription receipts (a Subscription Receipt) at $040 per Subscription Receipt for total proceeds of $4000000 (the RTO Offering)

Each Subscription Receipt prior to the closing of the Proposed Transaction will automatically convert into one common share of the Good Gamer and one-half of one share purchase warrant of the Good Gamer (each a Good Gamer Warrant) with each whole Good Gamer Warrant exercisable into one common share of Good Gamer at an exercise price of $100 per share for a period of two years (the Expiry Date) for no additional consideration upon the satisfaction of certain escrow release conditions including the conditional approval of the TSX Venture Exchange for the Proposed Transaction and satisfaction or waiver of all conditions precedent to the Transaction as set out in the Definitive Agreement  The Expiry Date of the Good Gamer Warrants may be accelerated if the average closing price of the resulting issuer's common shares is equal to or greater than $165 per share for a period of 10 trading days

The common shares to be issued on conversion of the Subscription Receipts will be subject to the following voluntary lockup:  33% will be free trading on the listing date 33%will be subject to restrictions on resale for three months after the listing date; and 34% will be subject to restrictions on resale for six months after the listing date  These voluntary restrictions will be in additional to any seed share resale restrictions or escrow restrictions if applicable under the policies of the TSX Venture Exchange

In connection with the RTO Offering Good Gamer will pay finders a fee of $188455 and 411137 Good Gamer Warrants exercisable at $100 for a period of one year from the date of issue  The finders fees will be payable as follows: $165455 to Haywood Securities Inc and 411137 share purchase warrants $12000 to Canaccord Genuity Corp $8000 to PI Financial Corp and $4000 to Leede Jones Gable Inc  The finders are arm's length parties to the Company and Good Gamer

The proceeds from the financing will be used for user and mobile game publisher acquisitions enhancements to the Tournament Management Platform acquiring new mobile games for the Tournament Management Platform and ongoing general and administrative expenses over the next twelve months

Post-Transaction Capital Structure

Upon closing of the Proposed Transaction the Company anticipates the following will be the issued and outstanding shares of the resulting issuer:

Directors and Officers of the Resulting Issuer

On closing of the Proposed Transaction the following will be directors and officers of the resulting issuer:

Charlo Barbosa – Chairman CEO and Director

Mr Barbosa is a serial entrepreneur investor and advisor focusing on tech startups With 24 years of internet marketing experience he is considered a pioneer in the industry and a legend in the gaming industry after taking Pokercom public 20 years ago Mr Barbosa successfully raised $4 million for Native Ads of which he is the founder and COO and has generated over $100 million in revenue since the company was founded in 2014 Mr Barbosa serves as a strategic advisor for several tech companies utilizing his expertise in building platforms and online marketing

Adam Hudani – COO and Director

Mr Hudani has spent over 10 years operating at the forefront of online gaming anti-fraud and control operations Prior to joining GoodGamer Adam oversaw Casino Sportsbook and Poker verticals for the GreySnow Group Previous to this role Adam held a senior management role for Choxi which was able to grow revenue to over $300M in 4 years' time He started his gaming career as Fraud Supervisor for Full Tilt poker before moving into higher management roles with that organization  

Zara Kanji – CFO

Ms Kanji is the Chief Financial Officer of Good Gamer and the proposed Chief Financial Officer of the Resulting Issuer Zara is a founder of Zara Kanji & Associates (est 2004)  Zara is experienced in financial reporting compliance for venture listed companies taxation general accounting financial reporting and value added advisory services for individuals private and public companies Zara has served as director and officer for venture listed issuers providing reporting compliance services for financing and acquisitions Zara is a Member of the Chartered Professional Accountants of BC August 2003 (Previously Certified General Accountants) 

Keith Bussey – CTO

Mr Bussey is the Chief Technology Officer of Good Gamer and the proposed Chief Technology Officer of the Resulting Issuer After 20 years in the online industry Keith has built an impressive track record as a CTO who delivers results A big fan of startup culture no one thrives under pressure and enjoys a challenge more With experience ranging from ecommerce (over $1 billion in sales) to dating (scaling a network of over 50M members) and everything in-between; Keith's true strength may lie in his ability to seamlessly bridge the business-tech gap 

Howard Donaldson - Director

Mr Donaldson was formerly CFO & Partner of Vanedge Capital and the Vice-President and CFO of Electronic Arts Canada prior to which he was VP of Studio Operations at Disney Interactive  Mr Donaldson also Co-founded Propaganda Games in 2005 which he later sold to Disney  Mr Donaldson also served as President of DigiBC the provincial industry association for Digital Media from 2011 to 2015 and is a Director of AMPD Ventures (CNSX: AMPD)

Russ McMeekin - Director

Mr McMeekin has over 25 years of experience in gaming & technology He is served as President CEO and a member of the Board of Progressive Gaming International He also served as a member of the board of the American Gaming Association and the Canadian Gaming Association In addition he also currently serves as the CEO President and co-founder of TSX Venture Exchange listed Universal mCloud He previously served as the CEO of SCI Energy Executive Chairman of Yokogawa Venture Group and held a variety of senior executive capacities at Honeywell International

Gurminder Sangha - Director

Mr Sangha is proposed to be a director of the Resulting Issuer  Mr Sangha is experienced in the financial industry with a particular focus of providing advisory services to both private and publicly traded companies Mr Sangha is currently the CEO of First Energy Metals Ltd and Director of TSX Venture listed Ineo Tech Corp  He brings over 18 years of diverse experience related to financial management business leadership and corporate strategy While serving as a board member of various publicly traded listed companies he has led initiatives related to corporate finance business development and corporate governance Mr Sangha holds a MBA from both Queens University and Cornell University

Kelly Pladson – Corporate Secretary

Ms Pladson has acted as Corporate Secretary and provided corporate governance and regulatory compliance services to many TSX Venture and CSE listed companies since 2009  She will work closely with Good Gamer's management to maintain corporate records managing the day to day operations of the company and ensuring the company's filings with the securities commissions and exchanges are accurately filed and in accordance with their deadlines Prior to 2009 Ms Pladson was an investment advisor's assistant for two years 

Financial Information of Good Gamer

The following summary financial information is derived from the unaudited financial statements of Good Gamer for the years ended December 31 2020 and 2019 and the quarter ended March 31 2021

About Credent Capital Corp

The Company is a CPC within the meaning of the policies of the TSX Venture Exchange that has not commenced commercial operations and has no assets other than cash The Company's common shares have been transferred to the NEX board of the TSX Venture Exchange and it is contemplated that at the close of the Proposed Transaction the Resulting Issuer's shares will be transferred to the TSX Venture Exchange as a Tier 2 issuer Except as specifically contemplated in the CPC policies of the TSX Venture Exchange until the completion of its Qualifying Transaction the Company will not carry on business other than the identification and evaluation of companies business or assets with a view to completing a proposed Qualifying Transaction

About Good Gamer Corp

Good Gamer is a private British Columbia company whose principal business is operating its online Esports skill based real-money gaming tournament management platform (the Tournament Management Platform) in Canada and the United States  The Tournament Management Platform allows players to compete against other users for real prizes in skill-based casual mobile games  All games on the Tournament Management Platform are one hundred percent (100%) skill based and do not involve random number generation elements  Good Gamer anticipates that the Tournament Management Platform will represent at least ninety percent (90%) of its operations and revenue

Previously Good Gamer was focusing its resources in operating a fantasy sports app in India  The management team of Good Gamer elected to shut down its fantasy sports operations in India due to lack of games in a regular cricket schedule deposits averaging small amounts high competition with other companies and an unstable economic landscape surrounding fantasy sports and Esports in India  Further the COVID-19 pandemic caused the largest cricket league in India to greatly suffer which further exasperated Good Gamer's operations in India

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 RELEASE

Completion of the transaction is subject to a number of conditions including but not limited to TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture Exchange Requirements majority of the minority shareholder approval Where applicable 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 Trading in the securities of a capital pool company should be considered highly speculative

The TSX Venture Exchange Inc has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release

Cautionary Note Regarding Forward Looking Information

This news release contains statements about the Company's expectations regarding any proposed future Qualifying Transaction of the Company which are forward-looking in nature and as a result are subject to certain risks and uncertainties Although the Company believes that the expectations reflected in these forward-looking statements are reasonable undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements Factors that could cause the actual results to differ materially from those in forward-looking statements include general business economic competitive political and social uncertainties; and the delay or failure to receive board shareholder or regulatory approvals The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information except as required by law

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