KINGS ENTERTAINMENT GROUP INC. The resulting capital market listings for the Bet99 brand will accelerate expansion and build the Bet99 brand with an even broader audience
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR OTHER DISSEMINATION IN
"The combination of
"Merging with an internationally recognized online betting veteran such as Kings is a natural next step for SVH," said
Current Bet99 CEO
The Business Combination is subject to terms and conditions consistent with transactions of this nature and are set forth in the Definitive Agreement, including (among other things) shareholder approval and the approval of the Canadian Securities Exchange (the "CSE"). If completed, the Business Combination will constitute a "Fundamental Change" of the Company, as such term is defined in CSE policies. Therefore, trading in the common shares of the Company (the "KEG Shares") will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the CSE.
BET99 has adopted a hyper localized approach to create a premiere Canadian online sportsbook and casino. Since launching in 2020, BET99 has consistently innovated to create a diverse product and service tailored specifically to the unique nuances of the Canadian market. Since inception BET99 has grown rapidly and has now handled over
Furthermore, the brand has entered into a vast array of unique Canadian Partnerships including UFC Hall of Famer Georges-St-Pierre, NHL All-Star
The Business Combination will be completed, subject to the terms of the Definitive Agreement, by way of three-cornered amalgamation (the "Amalgamation") whereby SVH and a to be incorporated wholly-owned subsidiary ("
It is contemplated that immediately prior to the Amalgamation, and subject to the rules of the CSE, the then outstanding KEG Shares may be consolidated (the "Consolidation") on the basis of 20 post-Consolidation shares in the capital of the Company (each a "Consolidated Share") for every then outstanding KEG Share, or such other basis as agreed to between the KEG and SVH.
Under the terms of the Amalgamation,
Following completion of the Business Combination, current shareholders of SVH will hold approximately ~87% of the common shares (the "Resulting Issuer Shares") of the combined company (the "Resulting Issuer") on a fully-diluted treasury method basis.
In connection with the Business Combination, the Company has agreed to make available to SVH a senior secured non-interest bearing credit facility of up to
It is anticipated the Company will change its name such that the Resulting Issuer will operate under the name "
The Definitive Agreement contains customary representations, warranties and covenants for transactions of this nature, including the holding of shareholder meetings, conduct of the business of
- The receipt by the applicable subsidiary of SVH of a license from the
Alcohol and Gaming Commission of Ontario to be a registered internet gaming operator in the province ofOntario ; - The approval of SVH shareholders of the Amalgamation;
- The approval of Kings shareholders at a meeting of shareholders of the Business Combination as well as the Name Change and the Consolidation (to the extent required by corporate or securities law or the CSE policies) (the "KEG Shareholder Meeting");
- The satisfaction of all conditions (unless waived in writing by the applicable party), under the Definitive Agreement and any applicable transactional agreements, required to be completed or satisfied on or before closing of the Business Combination; and
- The receipt of all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Business Combination and the Amalgamation, including from the CSE.
The Business Combination has been unanimously approved by the Board of Directors of each of
Additionally, it is expected that the Resulting Issuer Shares to be issued to SVH Shareholders, as well as Resulting Issuer Shares to be issued to certain advisors of KEG, will be subject to restrictions on transfer and released in equal monthly installments over a period of 24 months following closing of the Business Combination.
In connection with the KEG Shareholder Meeting,
Upon completion of the Business Combination, it is anticipated that certain of the current directors and officers of the Company will resign and that, following the completion of the Business Combination, the management team of the Resulting Issuer will be comprised of
Further details about the Business Combination and the Resulting Issuer will be provided in the Disclosure Document to be prepared and filed in respect of the Business Combination.
The Exchange has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.
For
For Canadian media enquiries or interviews, please contact:
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the completion of the Business Combination, the anticipated closing date of the Business Combination, the timing and nature of the halt associated with the Business Combination, the number of securities of
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals. Trading in the securities of the Company should be considered highly speculative.
Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain regulatory and/or shareholder approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Business Combination will occur or that, if the Business Combination does occur, it will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements. Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
The forward-looking information contained in this release is made as of the date hereof and neither the Company nor SVH is obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of
All information in this news release concerning SVH has been provided for inclusion herein by SVH. Although the Company has no knowledge that would indicate that any information contained herein concerning SVH is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information. Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon.
__________________________________ |
i Annual financial results based on audited financials; quarterly results based on unaudited interim preliminary financials |
SOURCE
© Canada Newswire, source
