Acquisition

Gaming Innovation Group Inc. (GIG) has signed a Letter of Intent to acquire all shares in iGaming company Betit Holding Ltd. (Betit), creating one of the largest and fastest growing players in the Scandinavian iGaming market.

GIG will issue 153.5 million new shares as consideration for all shares in Betit. Further, GIG and major shareholder in Betit, Optimizer Invest (Optimizer), has agreed to convert Optimizer's 10% holding in GIG's subsidiary iGaming Cloud Ltd. into 56.5 million new GIG-shares.

Betit was founded in 2013 and owns the three iGaming operators Kaboo.com, SuperLenny.com and Thrills.com. Since then, Betit has seen rapid growth with an average quarterly growth of around 15% with revenues in 2015 of EUR 20.6 million and EUR 6.9 million in Q1 2016.

The main shareholder of Betit, Optimizer Invest, is an iGaming investment company founded and owned by Henrik Persson, Andre Lavold and Mikael Riese Harstad, who in addition to having founded BetIt, previously have managed a number of successful iGaming companies such as Betsafe, NordicGaming Group (NordicBet) and BestGames Holdings.

Combined, BetIt and GIG will operate six brands, and the acquisition will create attractive commercial, operational and technological synergies, as well as enable cost savings and accelerated growth. Through use of innovative and proprietary products, digital marketing and by setting the benchmark for user experience, the combined company aim to become a market leader.

Betit's proprietary front-end platform enables synergies between the brands and provides powerful marketing capabilities such as innovative gamification and CRM features, in addition to providing a best in class mobile product for all brands. This will also enhance the offering of GIG's gaming brands going forward and is highly complementary to GIG's current offering.

"Through this agreement, we team up with some of the most accomplished entrepreneur's in the industry, significantly enhancing our reach to end-users, marketing partners and professionals. Our vision is to make the industry an open and connected eco-system and we will all benefit from the commercial and operational synergies. The acquired technology will accelerate our ability to grow and strengthen our base for further M&A activity", says Robin Reed, CEO of GIG.

"Today is a very proud day for the Betit team. In less than three years, we have managed to build a successful multi-brand company and have now secured a great deal and a bright future for our shareholders. To be honest we would probably not have done a deal at this stage with anyone else other than Gaming Innovation Group. They share our view on culture, the importance of product focus and that it is the people who make the company succeed. Together with GIG we will now become a major player in Scandinavia. With the strategy that is set and with the people we have, we're very proud to become a part of GIG," says Tomas Backman, CEO of the Betit Group.

"Optimizer is extremely excited about this partnership with GIG, and we see a great opportunity to create a leading iGaming company. As a significant shareholder in GIG, we will take an active role to make sure the company will release its full potential in the years to come. This is a journey in its early innings, and we see this as a long-term commitment within the iGaming sphere. We believe that by us joining forces, we have a very strong constellation to further accelerate growth as we seek to revolutionize the 
iGaming industry," says Henrik Persson, partner in Optimizer Invest.

Currently, there are 608,556,266 shares outstanding in GIG (686,111,340 on a fully diluted basis) and the number of authorized shares is 750,000,000. Following the transactions, the number of outstanding shares will be 818,556,266, whereof Optimizer Invest will hold around 130 million GIG shares, around 15.9% (14.5% on a fully diluted basis). The new shares will be subject to an 18 month lock-up agreement. The agreement includes a non-compete clause towards any new iGaming business by Optimizer.

The closing of the transactions are subject to a satisfactory due diligence review, approval by GIG's Board of Directors and a shareholder approval to increase the authorized shares in GIG and necessary approvals from relevant gaming authorities. GIG will call for an extraordinary shareholder meeting expected to be held in August 2016.