FansUnite Entertainment Inc. (CNSX:FANS) entered into a definitive agreement to acquire American Affiliate LLC for approximately $45.4 million on November 22, 2021. Pursuant to the terms of the agreement, FansUnite will acquire all of the issued and outstanding shares of American Affiliate for total consideration of approximately $58.2 million subject to a working capital adjustment. The purchase price is comprised of $13.5 million in cash paid on closing; issuance of 69.4 million common shares of FansUnite; deferred cash payments of $3 million payable in twenty four months. In addition to the purchase price, the agreement provides that the principals of American Affiliate may receive earn-out consideration to be calculated according to EBITDA targets with minimum margin guarantees each fiscal quarter for the three year period following closing. All stock issued will be subject to lockups over a three-year period. The acquisition includes businesses and brands of American Affiliate LLC.

American Affiliate reported trailing 12 months unaudited revenue and EBITDA of $13.1 million and $6.0 million respectively, as of November 21, 2021. The transaction has been unanimously approved by FansUnite's and American Affiliate Board of Directors. The transaction is highly accretive with a strong record of positive cash flow. Matthew Gaasenbeek and George Sabbouh of Stifel GMP acted as financial advisor to FansUnite and DLA Piper (Canada) LLP acted as legal advisor. Roth Canada, ULC provided a fairness opinion in connection with the transaction to FansUnite's Board of Directors. Stifel GMP will be paid a fee in cash and 866,887 common shares of FansUnite for its services. Roth Canada, ULC will be paid a cash fee in exchange for its services.

FansUnite Entertainment Inc. (CNSX:FANS) completed the acquisition of American Affiliate LLC on November 22, 2021. David K. Michaels, Kristine M. Di Bacco, Matthew Cantor, William R. Skinner and Jonathan S. Millard of Fenwick & West LLP acted as legal advisor to American Affiliate LLC in the transaction.