02:37:59 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Lottogopher Holdings Inc
Symbol LOTO
Shares Issued 116,209,139
Close 2018-08-30 C$ 0.06
Market Cap C$ 6,972,548
Recent Sedar Documents

Lottogopher to combine with Bravio Tech in RTO

2018-08-30 18:23 ET - News Release

Mr. James Morel reports

Lottogopher ENTERS INTO NON-BINDING LETTER OF INTENT TO AMALGAMATE WITH BRAVIO TECHNOLOGIES

Lottogopher Holdings Inc. has signed a non-binding letter of intent (LOI) to amalgamate and combine its business with Bravio Technologies Ltd. If the transaction is completed, Lottogopher would acquire all of the issued and outstanding shares of Bravio in exchange for shares of Lottogopher. The transaction is expected to constitute a reverse takeover of Lottogopher, and the newly combined company is expected to be named Bravio Technologies. The definitive share exchange ratio will be determined by Lottogopher and Bravio following due diligence and in connection with entering into definitive documentation.

As a result of the transaction, the operations of Bravio and Lottogopher will be combined to provide the newly formed enterprise with faster and deeper market penetration across all business verticals. The verticals include Lottogopher's lottery messenger service, and Bravio's commercialized music app, social app, fantasy sports platform, sports foundation lotteries and its own global messenger service. In addition, Lottogopher's recent acquisition of PlasmaNet with its unique lottery delivery and sales platform -- Freelotto.com -- will add a significant acquisition model to the Bravio assets. Freelotto.com is a proven direct marketing website that offers both free memberships as well as a paid subscription service for its daily sweepstakes games, attracting over 65 million members and billing over $145-million (U.S.) in credit card transactions to date. Currently, Freelotto.com boasts over 7.3 million unique visitors per month. The combined enterprise will create a global technology business with sophisticated technology, revenue-generating assets and vast industry knowledge.

Upon completion of the transaction, it is anticipated the board of directors of Bravio Technologies will consist of up to five members, with the officers being James Morel, David van Herwaarde, Paul Carroll and such other persons as designated by the board.

The LOI is non-binding, and there is no assurance that the transaction contemplated by it will be completed as proposed or at all. The completion of the transaction is subject to customary conditions precedent, including, among other things: (i) completion of satisfactory due diligence by each of Bravio and Lottogopher, (ii) negotiation of a definitive agreement and the entering into of a binding definitive agreement in connection with the proposed transaction; (iii) receipt of all required corporate approvals from the board of directors, and all regulatory and shareholder approvals, as applicable, by each of Bravio and Lottogopher; and (iv) any required third party consents.

Bravio and Lottogopher have agreed to an exclusivity period in the LOI ending on Sept. 14, 2018, or such other date as the parties may mutually agree, with a view to entering a definitive agreement with respect to the transaction on or before Sept. 14, 2018.

The transaction will be an arm's-length transaction. No finders' fees are payable in connection with the transaction.

About Bravio Technologies Ltd.

Bravio offers users access to a diversified portfolio of consumer entertainment products and services, combining digital entertainment expertise and consumer accessibility via some of the world's largest mobile and data networks. Bravio's products include music streaming, social dating application and an international lottery purchasing platform with a deep pipeline of various skill-based entertainment games. Bravio's accessibility to its 200-million-plus consumer and billing network allows it to undertake large-scale international rollouts of new products and services.

About Lottogopher Holdings Inc.

Lottogopher is a lottery messenger service that allows users to easily order and manage their state lottery tickets on-line using a debit or credit card. By allowing individuals to choose their numbers and safely order tickets for the official lottery drawings in California, Lottogopher makes it simple for users to keep track of their tickets and winnings. Lottogopher Holdings also owns and operates the FreeLotto.com sweepstakes, on-line marketing and free member acquisition website.

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