VANCOUVER, British Columbia, Sept. 26, 2022 — Kings EntertainmentGroup Inc. (“Kings Entertainment” or the “Company”) (CSE:JKPT, OTC:JKPTF) announces that it has received conditional approval of the Canadian Securities Exchange (the “CSE”) in connection with its previously announced proposed business combination (the “Business Combination”) with Sports Venture Holdings Inc. (“SVH”), the parent company of the market-leading Bet99 brand. Kings Entertainment also announces that it has called a meeting of its shareholders to be held on October 25, 2022 (the “Meeting”) for the purposes of seeking, among other things, shareholder approval of the Business Combination in accordance with the polices of the CSE.
“We remain excited to proceed with the previously announced business combination with Bet99 to create Interactive Entertainment Group. Our goal has always been to grow our business organically and through the acquisition of complementary businesses. We believe the acquisition of SVH is fully aligned with our business objectives and serves to further bolster our position as a market leader and innovator.” said Steve Budin, CEO of Kings Entertainment. “Receipt of the CSE conditional approval is an important step forward in the completion of the business combination. We now look forward to holding our shareholder meeting on October 25, 2022 so that we hear from our shareholders and share our excitement about our future with Bet99. We hope to close this transformational transaction shortly following our shareholder meeting.” In connection with the Meeting, Kings Entertainment has prepared, filed and mailed to shareholders, a management information circular dated September 24, 2022, (the “Circular”). The record date set for notice of, and voting at, the Meeting has been set as September 16, 2022. The Circular, which attaches to it a draft of listing statement (the “Listing Statement”) prepared in accordance with the policies of the CSE, includes further details concerning the Business Combination, SVH and the issuer resulting from the Business Combination (the “Resulting Issuer”). Shareholders are encouraged to review the Circular in its entirety. The board of directors of the Company have unanimously approved the Business Combination and recommend shareholders vote at the Meeting FOR the Business Combination.
It is anticipated the Company will change its name such that the Resulting Issuer will operate under the name “Interactive Entertainment Group Inc.”. In addition, it is expected that SVH will complete a brokered financing in advance of closing the Business Combination to support the financial position of the combined company for the ensuing year. The Company will announce details concerning any such financing in due course.
The Interim Consolidated Financial Statements of the Company for the Three and Six months ended June 30, 2022 and 2021 (the “Interim Statements”) and corresponding management’s discussion and analysis (the “MD&A”) are required to be attached to the Listing Statement. The Interim Statements and MD&A, as filed by the Company on August 26, 2022, were not required to be, and were not, reviewed by the Company’s auditors however the Interim Statements are required to be reviewed when attached to the final Listing Statement. As a result of management’s and the auditor’s review of the Interim Statements during the course of preparing the Listing Statement, certain errors were discovered and therefore the Interim Statements and the MD&A, as attached to the draft Listing Statement, have been amended and such amended Interim Statements and amended MD&A have been filed under the Company’s profile on www.sedar.com.
The amendments pertain to adjustments to rectify errors related to: (i) certain noncash items being incorrectly included in net cash flows used in operating activities with an offsetting misstatement in effect of foreign exchange in cash, (ii) the calculation of deferred income tax expense with an offsetting misstatement in foreign currency translation differences and (iii) the foreign exchange translation reserve with offsetting misstatement in deficit. These corrections did not have an impact on the net change in cash; however, resulted in understatement of shareholders’ equity. The Company does not believe these amendments are material.
Sports Venture Holdings Inc. is a holding company of subsidiaries that operate the BET99 brand. SVH’s Swiss subsidiary, BQC Consulting GmbH, operates BET99.com and BET99.net. BET99.net, a 100% pure free-play website, is marketed throughout Canada. SVH subsidiary 1000007698 Ontario Ltd. is registered as an internet gaming operator with the AGCO, and operates and markets BET99.ca to residents of Ontario.
BET99 has adopted a hyper-localized approach to creating Canada’s premiere online sportsbook and casino. Since launching in 2020, the brand has focused on offering a diverse product and service tailored specifically to the unique nuances of the Canadian market. BET99 also boasts a number of unique Canadian partnerships, including UFC Hall of Famer Georges-St-Pierre, NHL All-Star Auston Mathews, two time Olympian Alysha Newman, the Ottawa Senators, Live Nation, Post Media, the CF Montreal and the Montreal Alouettes.
About Kings Entertainment
Established in 2005, Kings Entertainment (CSE:JKPT) is an international online service provider for lottery, casino, and sportsbook gambling and parent company of global online gaming innovators LottoKings and WinTrillions, These brands leverage their ability to acquire high-potential players through renowned lottery offerings, then engage players in a range of casino and sportsbook offerings. LottoKings and WinTrillions have attracted and retained millions of player sign-ups since their inceptions.
Norton Rose Fulbright Canada LLP is acting as the Company’s legal advisors, and Cormark Securities Inc. is acting as the Company’s financial advisors. Chitiz Pathak LLP is acting as SVH’s legal advisors, and Canaccord Genuity Corp. is acting as SVH’s financial advisors.
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Disclaimer and Cautionary Statement Regarding Forward-Looking Information
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”, “anticipated” 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 impact of the Business Combination on the Canadian sports betting sector and the Bet99 brand, the changing of the Company’s name, the timing and holding of the Meeting, the timing and terms and effect of any financing and the growth and prospects of the Company. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. 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. 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 disclaimer and 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 United States, or in any other jurisdiction in which such an offer would be illegal.
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 the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
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.
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6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management’s expectations regarding Interactive Entertainment Group’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to Interactive Entertainment Group’s industry; (b) market opportunity; (c) Interactive Entertainment Group’s business plans and strategies; (d) services that Interactive Entertainment Group intends to offer; (e) Interactive Entertainment Group’s milestone projections and targets; (f) Interactive Entertainment Group’s expectations regarding receipt of approval for regulatory applications; (g) Interactive Entertainment Group’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) Interactive Entertainment Group’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute Interactive Entertainment Group’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) Interactive Entertainment Group’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) Interactive Entertainment Group’s ability to enter into contractual arrangements with additional Pharmacies; (e) the accuracy of budgeted costs and expenditures; (f) Interactive Entertainment Group’s ability to attract and retain skilled personnel; (g) political and regulatory stability; (h) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (i) changes in applicable legislation; (j) stability in financial and capital markets; and (k) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Interactive Entertainment Group to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) Interactive Entertainment Group’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact Interactive Entertainment Group’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing Interactive Entertainment Group’s business operations (e) Interactive Entertainment Group may be unable to implement its growth strategy; and (f) increased competition.
Except as required by law, Interactive Entertainment Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does Interactive Entertainment Group nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither Interactive Entertainment Group nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.
7) Any graphs, tables or other information demonstrating the historical performance or current or historical attributes of Interactive Entertainment Group or any other entity contained in this document are intended only to illustrate historical performance or current or historical attributes of Interactive Entertainment Group or such entities and are not necessarily indicative of future performance of Interactive Entertainment Group or such entities.