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React Gaming settles remaining obligations to acquire LOOT.BET

Remaining $4 million secured vendor take back note reduced to a $200,000 cash payment



Montreal, Quebec, Canada, December 12, 2022 — React Gaming Group Inc. (“React Gaming” or the “Corporation”) (TSXV: RGG, OTCQB: ITMZF) announces that it has entered into a debt settlement and release agreement dated December 9, 2022 (the “Debt Settlement”), to settle the debts and obligations outstanding in connection with the previously announced acquisition of Livestream Gaming Ltd. (“Livestream”), parent company of LOOT.BET.


Under the terms of the share purchase agreement (the “SPA”) between React Gaming and the vendors of Livestream (the “Vendors”) entered into in respect of the acquisition of Livestream, the Corporation agreed to issue a $4,000,000 secured vendor take back note (the “Note”) in favour of the Vendors bearing 12% interest from the date of any default (a first tranche of $2,000,000 maturing on the ninth month following the closing date, and the balance on the eighteenth month following the closing date). Pursuant to the terms of the Debt Settlement agreement, the parties have agreed to settle the amounts outstanding under the Note and release each other from their respective obligations under the SPA in consideration that Corporation has agreed to pay the Vendors $200,000, upon the sale of any assets of the Corporation, or the closing of a future financing, and by no later than April 9, 2023.


“This transaction is an important milestone for React Gaming, as it will eliminate all remaining obligations in regard to the LOOT.BET acquisition and improve our balance sheet. It will also enable us to fully benefit from our new B2B market initiatives, namely with HHRP in the Philippines and any future developments planned for this promising asset,” said Leigh Hughes, CEO of React Gaming.


One of the Vendors, Piotr Zhalau, is a “related party” (as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) of the Corporation, and therefore the Debt Settlement constitutes a related party transaction as defined in MI 61-101. The Debt Settlement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the amounts owed to Piotr Zhalau nor the consideration payable to Piotr Zhalau exceeds 25% of the Corporation’s market capitalization.



About React Gaming Group

React Gaming Group (TSXV: RGG) (OTCQB: ITMZF) is a publicly traded holding company that stands at the forefront of the esports and iGaming industry. By investing in innovative technologies that enhance tournaments, teams, and wagering, we provide our users with gaming platforms that produce non-stop action, exciting outcomes, and unparalleled enjoyment. Through the use of intelligent data, we also connect our sponsors to robust communities within the rapidly evolving industry, ensuring maximum engagement and substantial reward. For more information, please visit us at reactgaming.ca and follow us on LinkedIn, Twitter, Instagram and YouTube.


Forward-looking statements

This news release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations, and include but are not limited to the statements regarding the completion of the Private Placement, payment of a finder’s fee in connection with the Private Placement, the securities to be issued under the Private Placement, closing the Private Placement in tranches, the offering jurisdictions of the Private Placement, effecting the Share Consolidation, mailing of the information circular, and receipt of approval from the TSXV with respect to the Private Placement and Share Consolidation. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. The Corporation’s statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of the Corporation’s control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Corporation’s activities, including: that the Corporation’s assumptions in making forward-looking statements may prove to be incorrect; general adverse market conditions and competition; the inability to finance operations and/or obtain any future strategic investment necessary to implement new technologies; the inability to build a sustainable, conscientious company with a stronger presence online through new products in esports and gaming; the inability to obtain, or maintain, gaming license(s); and that market conditions related to the COVID-19 pandemic may negatively affect the outcome of the business or operations of the Corporation, including its results and financial condition. Except as required by securities law, the Corporation does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

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