Mr. Scott Burton reports

FANSUNITE ANNOUNCES FILING OF INFORMATION CIRCULAR FOR SPECIAL MEETING

Further to Fansunite Entertainment Inc.'s news release dated June 27, 2024, in respect of the proposed sale of all of the issued and outstanding shares of Fansunite U.S. Inc. (FansUS), a wholly owned subsidiary of the company that carries on its Betting Hero business, to Hero Group Corp. (the purchaser) and Geocomply Solutions Inc., it has filed a management information circular in connection with the upcoming meeting of the holders of the company's common shares called for Tuesday, Aug. 13, 2024. The circular is available on the company's profile on SEDAR+ as well as on the company's website.

Meeting details

The company's board of directors has set July 4, 2024, as the record date for determining the shareholders entitled to receive notice and vote at the meeting. The meeting will be held at 11 a.m. (Pacific time) at the offices of DLA Piper (Canada) LLP, 1133 Melville St., suite 2700, The Stack Building, Vancouver, B.C. The deadline for returning proxies for the meeting is Friday, Aug. 9, 2024, at 11 a.m. (Pacific time).

The transaction

As previously announced, the company, together with FansUS, entered into a definitive agreement dated June 27, 2024, with the purchaser and Geocomply, pursuant to which the company agreed to sell to the purchaser all of the issued and outstanding shares of FansUS, for an aggregate purchase price of $37.5-million (U.S.), adjusted on a cash-free, debt-free basis. Following such adjustments, and the payment or discharge of the obligations (as defined herein), the company anticipates net proceeds from the sale of FansUS of approximately $20-million (U.S.), assuming a closing date of the transaction on or about Aug. 15, 2024. Upon completion of the transaction, the purchaser will be controlled 60 per cent indirectly by Betting Hero's co-founders, Jai Maw and Jeremy Jakary, and 40 per cent by Geocomply.

Pursuant to the terms of the stock purchase agreement, the company has agreed to distribute 90 per cent of the net proceeds (after payment or discharge of certain obligations and liabilities of the company, including those associated with the transaction or otherwise) to the shareholders, subject to applicable solvency and other legal or contractual requirements, as a return of capital on the company shares (the distribution). There are a number of variables, known and unknown, that may impact the ultimate amount of the distribution payable to the shareholders, including the quantum of the net proceeds and the obligations. While the distribution may therefore be materially lower than the amount currently anticipated, based on the information available to the company at the date hereof, it is anticipated that the distribution to be paid to the shareholders subsequent to the completion of the transaction is likely, based on the United States-dollar/Canadian-dollar exchange rate published by the Bank of Canada on June 26, 2024, to be in the range of approximately 6.5 cents to 7.5 cents per company share.

The stock purchase agreement was approved unanimously by the board (with the abstention of Scott Burton and Chris Grove as interested directors), after taking into account, among other things, the unanimous recommendation of the special committee of the board (the special committee) comprising Quinton Singleton and James Keane, each an independent director of the company. The special committee and the board (with the abstention of Mr. Burton and Mr. Grove as interested directors), determined that the transaction is in the best interests of the company and fair to the shareholders (other than the Betting Hero co-founders), and the board recommends that shareholders vote in favour of the transaction at the meeting.

Matters to be considered at the meeting

At the meeting, shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the following matters:

1. A special resolution approving the sale of all or substantially all of the undertaking of the company in accordance with the Business Corporations Act (British Columbia) pursuant to the transaction, as contemplated by the stock purchase agreement (the sale resolution);
2. A special resolution approving the reduction in the capital of the company shares to facilitate the distribution of a portion of the net proceeds received by the company from the transaction as a return of capital in connection with the distribution, contingent upon adoption of the sale resolution;
3. An ordinary resolution approving the voluntary delisting of the company shares from the Toronto Stock Exchange (the TSX), subject to completion of the transaction.

To be adopted, the sale resolution must be approved by: (i) not less than 66.67 per cent of the votes cast on the sale resolution by shareholders present in person or represented by proxy and entitled to vote at the meeting; and (ii) in accordance with Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101), not less than a simple majority of votes cast by the shareholders, present in person or represented by proxy and entitled to vote at the meeting, excluding the votes cast by any interested parties (as defined by MI 61-101). The votes attaching to the company shares held by interested parties will be excluded for the purposes of determining whether minority approval has been obtained for the purposes of MI 61-101 and the policies of the TSX.

To be adopted, the special resolution approving the capital reduction in connection with the Distribution must be approved by at least 66.67 per cent of the votes cast at the meeting by the shareholders and the ordinary resolution approving the voluntary delisting of the company shares from the TSX must be approved by a simple majority of the votes cast at the meeting by the shareholders. In the event the voluntary delisting of the company shares from the TSX is not approved at the meeting, it is expected that following closing, the TSX will place the company under delisting review in accordance with TSX policies and the company shares will be delisted from the TSX thereafter.

Each of the directors and senior officers of the company, together with certain other shareholders, holding shares carrying in aggregate approximately 27 per cent of the votes which may be cast at the meeting, have entered into voting agreements with the purchaser pursuant to which they have agreed to cast such votes in favour of the resolution approving the transaction.

Your vote is important. Whether or not you plan to attend the meeting, the company encourages you to vote promptly.

Notice and access

The company has elected to use the notice-and-access provisions under National Instrument 54-101 -- communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 -- Continuous Disclosure Obligations to distribute the meeting materials to its shareholders. Notice-and-access allows issuers to post electronic versions of proxy related materials on SEDAR+ and on one additional website, rather than mailing paper copies to shareholders. The circular and proxy related materials for the meeting are available on-line on the company's website or under the company's profile on SEDAR+. Shareholders may request a paper copy of these documents as indicated in the circular and in the notice-and-access document.

Additional information

The circular contains important information regarding the transaction and the other matters to be put forward to shareholders at the meeting, how shareholders can vote their shares at the meeting, the background to the transaction and the rationale for the recommendations made by the special committee and the board. All shareholders are urged to read the circular prior to the meeting as it contains important information.

Further details regarding the terms of stock purchase agreement are set out in the stock purchase agreement, a copy of which is available under the company's profile on SEDAR+. In addition to shareholder approval, the transaction is subject to receipt of consents and approvals from certain governmental authorities and other parties, as well as other closing conditions customary in transactions of this nature.

About Fansunite Entertainment Inc.

Fansunite is a global sports entertainment and gaming company. The business is focused on the regulated and lawful sports betting affiliate market, which includes customer acquisition, retention, support and reactivation. Fansunite has established itself as a leader in the North American affiliate market through its subsidiary American Affiliate. American Affiliate is a North American omnichannel customer acquisition company, covering both retail and digital customer activation for sports books, casinos, poker and fantasy sports platforms.

About Betting Hero

Betting Hero is the pioneering operator partner focused on customer activation, retention and development for sports betting in the United States. Powered by three core business units, Betting Hero Live Activation, Betting Hero Research and Betting Hero Digital, Betting Hero is changing the game to deliver more excitement to new bettors and more value to operator partners. Betting Hero's accolades include 2023 EGR Employer of the Year, SBC Employer of the Year and EGR Customer Onboarding Partner of the Year. Founded in July, 2018, by Jai Maw and Jeremy Jakary, Betting Hero has grown to become a team of over 400 professionals dedicated to delivering thousands of high-quality activations yearly.

About GeoComply Solutions Inc.

GeoComply provides fraud prevention and cybersecurity solutions that detect location fraud and help verify a user's true digital identity. Trusted by leading brands and regulators for the past 10 years, the company's geolocation solutions are installed on over 400 million devices and analyze over a billion transactions every month.

GeoComply's award-winning products are based on the technologies developed for the highly regulated and complex U.S. on-line gaming and sports betting market. Beyond i-gaming, GeoComply provides geolocation fraud detection solutions for streaming video broadcasters and the on-line banking, payments, and cryptocurrency industries, building an impressive list of customers, including Akamai, Nextdoor, BBC, BetMGM, DraftKings, FanDuel and Luno

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