66 Resources Corp. Announces Esports Non-binding LOI with Good Gamer Corp and Non-Brokered Private Placement

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VANCOUVER, Aug. 19, 2019 - The Company is pleased to announce that it has entered into a non-binding letter of intent (the "Letter of Intent") with Good Gamer Corp. ("Good Gamer") to acquire all of the issued and outstanding common shares of Good Gamer in exchange for the issuance by the Company of 7,000,000 common shares (the "Proposed Transaction"). Good Gamer is a Vancouver-based start-up focused 100% on providing brand focused engagement marketing services within the Esports industry on its viral marketing platform.  Completion of the Proposed Transaction is conditional upon, among other things, completion of the Offering (as defined below), completion of satisfactory due diligence by the parties, negotiation of definitive agreements and shareholder and regulatory approvals.  In accordance with the terms of the Letter of Intent, Good Gamer has granted the Company exclusivity for a period of 45 days to negotiate and finalize the terms of the Proposed Transaction and execute definitive documentation.

66 Resources Corp. ("66 Resources" or the "Company") (CSE: SXX) is also announcing a non-brokered private placement (the "Offering") of 6,000,000 common shares of the Company ("Common Shares") at a price of $0.35 per Common Share for total gross proceeds of approximately $2,100,000 with an over-allotment option to increase the size of the Offering to approximately 8,571,500 Common Shares for gross proceeds of approximately $3,000,000. The Company intends to use the net proceeds of the Offering for working capital and for expenses incurred in connection with the Proposed Transaction. Completion of the Proposed Transaction is not a condition to completion of the Offering.

The Company may pay a cash finder's fee on all or a portion of the Offering of six percent of the total proceeds and may issue finder's warrants (each a "Finder's Warrant") equal to six percent of the number of Common Shares issued.  Each Finder's Warrant will be exercisable for one Common Share for a period of 24 months following closing of the Offering at an exercise price of $0.35.  All securities issued pursuant to the Offering will be subject to a statutory four-month hold period. 

Cautionary Statements Regarding Forward Looking Information

This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the completion of the Offering, the proposed use of the proceeds of the Offering and execution of the definitive agreements for the Proposed Transaction and completion of the Proposed Transaction, are forward-looking statements.

Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Actual future results may differ materially. 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 statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the Company's ability to find suitable purchasers for the Offering, management's discretion to reallocate the use of proceeds of the Offering, negotiation and finalization of the definitive agreements for the Proposed Transaction and shareholder and regulatory approval of the Proposed Transaction. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE 66 Resources Corp.