Canada
i3 Interactive Enters into Definitive Agreement to Acquire Controlling Interest of India-Based Online Poker Operation
i3 Interactive Inc. is pleased to announce that it has entered into a business combination agreement dated August 6, 2020 with an arm’s length, private British Columbia corporation (the “B.C. Corp.”), pursuant to which the Company has agreed to acquire all the issued and outstanding shares of B.C. Corp. (the “Target Shares”). Upon completion of the Proposed Acquisition (as defined below), the Resulting i3 Subsidiary (as defined below) will hold an indirect, 65% controlling interest in an entity which owns an active Indian poker brand (the “India Poker Operation”). The brand is part of a poker network in India with over a million registrations and over 75,000 active users as of the month of July, 2020. Following completion of the Proposed Acquisition, the Company intends to relaunch the Indian Poker Operation under the brand name “Blitzpoker”, with Blitzpoker expected to offer, among other things, a variety of game modes in Texas Hold’em and Omaha for players of all skill levels.
The Proposed Acquisition
The acquisition contemplated by the Definitive Agreement (the “Proposed Acquisition”) will be carried out by way of a three-cornered amalgamation to be completed under the Business Corporations Act (British Colombia), among the Company, B.C. Corp., and 1260039 B.C. Ltd. (“Subco”), a wholly owned subsidiary of the Company incorporated for the purposes of completing the three-cornered amalgamation. The Proposed Acquisition is expected to result in B.C. Corp. combining its corporate existence with Subco, and the entity resulting from the amalgamation (the “Resulting i3 Subsidiary”) continuing as a wholly-owned subsidiary of the Company under the name “i3 India Holdings Corp.”
As part of the Proposed Acquisition, the former shareholders of B.C. Corp. will receive one (1) common share in the capital of the Company (“Common Share”) in exchange for each Target Share held by them (the “Exchange Ratio“). There are currently 5,159,600 Target Shares issued and outstanding, and upon closing of the Proposed Acquisition, the former shareholders of B.C. Corp are expected to hold an aggregate of 5,159,600 Common Shares. B.C. Corp. does not have any issued and outstanding convertible securities.
The Proposed Acquisition is an arm’s length transaction subject to customary closing conditions, including, but not limited to, applicable shareholder and regulatory approvals, and B.C. Corp. having successfully completed the acquisition, through its wholly-owned Indian subsidiary, of an entity which owns a 65% controlling interest in the Indian Poker Operation. There can be no assurance that the Proposed Acquisition will be completed as proposed or at all.
ABOUT I3 INTERACTIVE INC.
The Company is in the business of developing an online and mobile gaming platform in order to provide sports fans worldwide with a unique and highly-engaging social gaming product, and sports betting and casino product offering. In an effort to break into the various emerging global markets, the Company has secured partnerships with key industry contacts, including Dan Bilzerian, an internationally renowned and widely respected social media celebrity with over 50 million social media followers.
Jackpot Digital Inc., a leading provider of innovative dealerless electronic poker gaming solutions, has announced that the Alcohol and Gaming Commission of Ontario (AGCO) has approved the Company to be licensed as a registered Gaming Related-Supplier (the “Supplier License”) under the Gaming Control Act in the Province of Ontario.
This significant achievement allows Jackpot Digital to enter one of the most dynamic and rapidly growing regulated gaming markets in North America. The Supplier License authorizes Jackpot Digital to supply its electronic table games to Ontario’s gaming venues, including casinos and other regulated gaming facilities.
Jackpot Digital’s flagship product, the Jackpot Blitz electronic table game system, offers a modern, dealerless, player-friendly solution that integrates traditional multiplayer poker games with cutting-edge digital technology. The Supplier License will enable the Company to offer its innovative gaming solutions to operators throughout Ontario, driving new revenue opportunities and enhancing player experiences.
“Receiving AGCO’s approval is a major milestone. This approval provides us with the opportunity to offer our top-tier electronic gaming systems to operators throughout all of Ontario, positioning us for further growth in one of the world’s most robust gaming markets. We are excited to bring our innovative products to Ontario’s gaming community and continue our commitment to providing exciting, technology-driven entertainment experiences,” said Jake Kalpakian, CEO of Jackpot Digital.
Play’n GO, the world’s leading casino entertainment provider, has announced further expansion of its Canadian operations via a partnership with leading operator PointsBet in the province of Ontario.
The Swedish-founded gaming giant’s games will now be available to PointsBet players in the Canadian province, meaning classic titles such as Book of Dead, Rich Wilde and the Tome of Madness, and Reactoonz will now be available on the PointsBet platform.
The province of Ontario regulated online casino gaming in 2022, which saw Play’n GO enter the Canadian market for the first time. The company expanded into the province of Quebec earlier this year, and, as of June 2024, is also a proud member of the Canadian Gaming Association.
Magnus Olsson, Chief Commercial Officer at Play’n GO, commented, “Back in 2022, I said that “North America is right at the top of Play’n GO’s priority list, and Ontario is just the first step we plan to take”. This partnership with PointsBet shows we have yet to take our foot off the gas. We’ve proudly watched our games become instant hits in our two and a half years in the Ontarian region, and we have no plans to slow down any time soon.
“It’s exciting to team up with a fellow Canadian Gaming Association member in PointsBet, and we can confidently say that we are working towards the same goal of a safe, regulated industry that is focused on player entertainment. We’re looking forward to working closely together following this milestone announcement.”
Scott Vanderwel, Chief Executive Officer at PointsBet, shared “Play’n GO has built a strong reputation for delivering high-quality game content, and we’re thrilled to bring their titles to our platform. At PointsBet, our focus is on providing a safe and engaging entertainment experience for our players, and it’s clear that Play’n GO aligns with those values. Canadian casino enthusiasts recognize PointsBet as a trusted leader in iGaming, and this collaboration further enhances the exceptional experience we offer.”
Canada
VICI Properties Inc. Enters into Agreement with Indigenous Gaming Partners Related to PURE Canadian Gaming
VICI Properties Inc. announced that it has entered into an amendment and consented to the assignment of the master lease agreement with PURE Canadian Gaming Corp. (PURE) to an affiliate of Indigenous Gaming Partners Inc. (IGP), in connection with the acquisition of the operating assets of PURE by an affiliate of IGP.
IGP is a partnership of five institutional First Nations established to acquire gaming assets in North America. IGP has partnered with Sonco Gaming, one of Canada’s most experienced casino developers and managers, who will assist in the sourcing and execution of casino gaming investments, as well as management oversight of IGP’s portfolio.
Danny Valoy, Vice President of Business Development and Acquisitions, said: “This transaction demonstrates VICI’s ability to collaboratively work with existing partners while building new relationships with highly experienced operators and First Nations in international jurisdictions. We are pleased to welcome IGP as a new partner, and we look forward to expanding our relationship with IGP and Sonco as they pursue additional growth opportunities in the future.”
Anthony Novac, CEO of Sonco, said: “We are excited to work with VICI, an established partner in providing financial solutions to the gaming industry. We believe having a partner like VICI will give us a competitive advantage as we seek growth opportunities in the Canadian market.”
In connection with entering into the amendment to the PURE Canadian master lease, VICI received a 5-year right of first offer (ROFO) on future sale-leaseback transactions. Any additional properties acquired pursuant to the ROFO will be added to the master lease.
The annual base rent of C$22.0 million (US$15.5 million based on the CAD:USD exchange rate as of December 9, 2024) and other economic terms of the PURE Canadian master lease will remain unchanged, including a base term of 25-years with four 5-year tenant renewal options, escalation of 1.25% per annum in lease year 3, with escalation equal to the greater of 1.5% and Canadian CPI (capped at 2.5%) starting in lease year 4, and a minimum capital expenditure requirement equal to 1.0% of annual net revenue. The lease, currently in lease year 2 and escalating on February 1 of each year, encompasses the following assets in Alberta, Canada: PURE Casino Edmonton, PURE Casino Yellowhead, PURE Casino Calgary and PURE Casino Lethbridge.
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