SportsHero Limited announced that it has entered into a non-binding Heads of Agreement (HoA) with Cross Bet Holdings Pty Ltd. (a non-related entity) (CBH) for the purpose of enabling SportsHero to launch its existing pay-to-play sports prediction platform in Australia (Pay-to-Play Venture). CBH is an Australian based company whose wholly-owned subsidiary has received "conditional approval" from the Department of the Attorney General and Justice Licensing in the Northern Territory for the granting of a Sports Bookmaker Licence (Licence) regulated by the Northern Territory Racing Commission (NTRC). The granting of the Licence to CBH's subsidiary is conditional upon the payment of a $200,000 bond, the inspection of the Northern Territory office by the NTRC and the nomination of a key employee in Darwin. Under the terms of the HoA, and subject to various conditions including the granting of the License to CBH's subsidiary, the parties would subject to definitive agreements on a 50/50 equity basis incorporate a new Australian company (New Co) to operate the Pay-to-Play Venture. It is proposed that over the next 3-4 month the parties would document the terms of definitive agreements, including elements such as: the sharing of existing resources, including without limitation intellectual property owned by the parties for the establishment of SportsHero's pay-to-play social gaming platform under the License which is based on predicting the outcomes of sporting events (Platform); the Platform to be rolled out initially in the Australian market, with potential, if agreed, to expand to other markets such as New Zealand; SportsHero loaning $200,000 to New Co for the specific purpose of paying the Licence bond (the loan will only be made to New Co following the satisfactory completion of SportsHero's due diligence); and the granting of irrevocable put and call options in relation to SportsHero acquiring CBH's 50% shareholding in New Co. The commencement of the Pay-to-Play Venture is subject to a number of conditions, including without limitation: the parties obtaining all necessary approvals and full compliance with laws and regulations; the parties undertaking due diligence to their respective satisfaction; and the shareholders' agreement and other relevant transaction documents are executed by the parties.