Bravio Technologies Limited signed a non-binding letter of intent to acquire LottoGopher Holdings Inc. (CNSX:LOTO) in a reverse merger transaction on August 30, 2018. On September 27, 2018, Bravio Technologies Limited agreed to acquire LottoGopher Holdings Inc. The definitive share exchange ratio will be determined by LottoGopher and Bravio following due diligence and in connection with entering into definitive documentation. Bravio and LottoGopher have agreed to an exclusivity period in the letter of intent ending on September 14, 2018, or such other date as the parties may mutual agree, with a view to entering a definitive agreement with respect to the transaction on or before September 14, 2018. The Definitive Agreement contemplates, among other things, that on or prior to October 28, 2018, Bravio will complete an equity financing with aggregate gross proceeds of no less than CAD 1.5 million and that on or prior to the Effective Date Bravio will complete a brokered Public Placement with aggregate gross proceeds of no less than CAD 7.5 million. If the Proposed Transaction is completed as contemplated by the Definitive Agreement, LottoGopher would acquire all of the issued and outstanding shares of Bravio in exchange for shares of LottoGopher, which would result in the shareholders of Bravio holding approximately 70% of the issued and outstanding shares of LottoGopher. The combined company is expected to be named Bravio Technologies. Bravio and LottoGopher will pay a termination fee of CAD 0.1 million in case of the termination of the agreement. Upon completion, it is anticipated the Board of Directors of Bravio Technologies will consist of up to five members, with the officers being James Morel, David van Herwaarde, Paul Carroll and such other persons as designated by the board. As of February 13, 2019, Greg Cavers has been appointed to the Board of Directors LottoGopher Holdings and as Chief Financial Officer and Edward J. Tobin has been appointed to the Board of Directors of LottoGopher Holdings and as interim Chief Executive Officer. The transaction is subject to customary conditions precedent including completion of satisfactory due diligence by each of Bravio and LottoGopher, negotiation of a definitive agreement and the entering into of a binding definitive agreement in connection with the proposed transaction, receipt of all required corporate approvals from the Board of Directors and all regulatory and shareholder approvals, as applicable, by each of Bravio and LottoGopher and any required third-party consent. As a condition to completion of the transaction, Bravio Technologies will have a closed private placement of Bravio Technologies for aggregate gross proceeds of CAD 3 million. As of April 10, 2019, LottoGopher announced that a special meeting of the shareholders will be held in order to seek shareholder approval. As on April 29, 2019, the transaction was approved by the shareholders of LottoGopher Holdings. As of September 24, 2019, LottoGopher anticipates that the group audits and financing will conclude week commencing September 28, 2019. Bravio Technologies Limited cancelled the acquisition LottoGopher Holdings Inc. (CNSX:LOTO) in a reverse merger transaction on January 16, 2020. The transaction was terminated as the arrangement was not completed on or before December 31, 2019. Following Bravio’s court hearings, LottoGopher Board concluded that it was in the best interests of LottoGopher and its stakeholders to terminate the proposed Bravio arrangement.