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Kings Entertainment Group Inc
Symbol	JKPT
Shares Issued	134,599,242
Close 2023-12-08	C$ 0.025
Market Cap	C$ 3,364,981
Recent Sedar+ Documents

Kings Entertainment to sell lottery business for $175K

2023-12-09 02:47 ET - News Release

Subject: Kings Entertainment Group Inc. - news release dated December 8, 2023 Word Document File: '\\swfile\EmailIn\20231208 180659 Attachment Kings Entertainment - News Release - Execution of agreement with PM Gaming - Final.DOCX' 1 | Page Kings Entertainment Announces Disposition and New Business Focus VANCOUVER, December 8, 2023. Kings Entertainment Group Inc. (CSE: JKPT) (the "Company") is pleased to announce that it has entered into a share purchase agreement dated December 7, 2023 (the "Share Purchase Agreement") with PM Legacy Inc. ("PM Legacy"), a private Ontario corporation, pursuant to which PM Legacy has agreed to acquire the entirety of the Company's online lottery and casino business through the acquisition of all of the outstanding shares of the Company's wholly-owned subsidiaries, Legacy Eight Curacao NV ("L8 Curacao"), Azteca Messenger Services S.A. de C.V. ("Azteca"), and Phoenix Digital Services Ltd., ("Phoenix" and together with L8 Curacao and Azteca, the "Subsidiaries") in exchange for cash consideration of $175,000 (the "Disposition"). The Company is proceeding with the Disposition subsequent to the closing of its acquisition of Braight AI Technologies Inc. ("Braight AI"), as previously announced in its press release of July 17, 2023, in order to focus its business on Artificial Intelligence (AI) Big Data analytics solutions. Steve Budin, CEO of the Company, commented: "With the exciting acquisition of Braight AI and all of our efforts and resources being redirected toward the artificial intelligence sector, it made sense to move away from the lottery space and focus all of our attention on our new direction." The Disposition is an arms-length transaction and is subject to terms and conditions as set forth in the Share Purchase Agreement which are customary for transactions of this nature, including, among other things, the approval of the Company's shareholders and the approval of the Canadian Securities Exchange (the "Exchange"). The Company intends to obtain shareholder approval by way of consent resolution. If completed, the Disposition will constitute a "Change of Business" of the Company, as such term is defined in Exchange policies. As required by such policies, the Company intends to file a Form 2A Listing Statement providing additional disclosure on its AI business. Furthermore, in due course and assuming completion of the Disposition, the Company intends to change its name to "Braight AI Holdings Inc." under the Business Corporations Act (British Columbia) or such other name as management deems advisable. The Share Purchase Agreement provides that if, for a 36-month period following closing of the Disposition, PM Legacy (or any affiliate or related person thereof) completes any sale, partial or otherwise, of the Subsidiaries or the assets thereof to an arm's length party, the Company will be entitled to 10%-20% of the total consideration received therefor, depending on when such sale is completed. Trading Halt In accordance with Exchange policies, trading in the Company's shares will be halted as a result of this announcement and will remain halted until resumption of trading is approved by the Exchange. Additional Information The Company will issue additional press releases related to the Disposition and other material information as it becomes available. There can be no assurance that the Disposition will be completed as proposed or at all. For further information: please contact: Kelvin Lee, CFO, klee@k2capital.ca, 236-521-6500 The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release. Forward-Looking Information: This news release includes certain statements that may be deemed "forward-looking statements". The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "would", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this news release include statements concerning the Company's expectations that it will complete the Disposition on the terms proposed (or at all) and its expectation that it will receive the requisite approvals for the Disposition. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release and the Company does not undertake to update such information at any particular time except as required in accordance with applicable laws. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on www.sedarplus.ca.