Mr. Matt Bailey reports

GAMEON COMPLETES ACQUISITION OF FANCLASH

Further to its press release dated Nov. 2, 2021, Gameon Entertainment Technologies Inc. has completed its acquisition of certain assets from Inplay Labs pursuant to an asset purchase agreement dated Feb. 4, 2022.

Created by London-based Inplay Labs, FanClash uses proprietary real-time fantasy technology to create innovative gameplay around live events. Leveraging its technology, a tournament like the World Cup can have 64 individual fantasy contests, as opposed to one tournament-long contest, and features innovative boosts to power up points or trade players in-game, all in real time. FanClash was created by the team behind the hit app UFL, which boasted 1.6 million users and 14 million gameplays while being featured as the No. 1 sports app in 24 countries.

The integration of FanClash's technology is expected to provide Gameon with access to the expanding fantasy sports and entertainment market. As previously announced, Gameon anticipates that it will white label the real-time fantasy technology to broadcasters, TV networks, streaming platforms, leagues, tournaments, sports books and NFT (non-fungible token) projects to drive licence and revenue share partnerships. Gameon plans to leverage the technology not only for sports, but for other verticals such as reality TV, news and elections. Additionally, Inplay Labs founder Sohail Godall will be appointed as vice-president of product and head of Europe to spearhead the company's European operations.

"The acquisition of FanClash strengthens our tech stack and provides us with an opportunity to broaden our market footprint as we enter the flourishing fantasy sports industry," said Gameon chief executive officer Matt Bailey. "Given the inherent similarities of our companies to maximize fan engagement, the implementation of FanClash's technology will be complementary and synergistic to our core business. We have already commenced go-to-market efforts and are encouragingly receiving initial traction from customers, which we are confident will lead to imminent executed deals. This new year will be an inflection point for Gameon as we look to sign on new customers and increase revenues by continuing to grow our work force, discover accretive ways to enhance our technology and begin to commercially scale globally."

Terms of the acquisition

Pursuant to the terms of the asset purchase agreement between Gameon, InPlay and a director of InPlay, Gameon acquired certain assets from InPlay, including all of the intellectual property that is used in or necessary for the conduct of the business of InPlay, for aggregate upfront consideration of $500,000. The upfront purchase price is payable as follows: (i) $200,000 in cash with on the date of closing of the transaction; and (ii) 1,538,461 common shares of the company with an aggregate value of $300,000 at a deemed price per Gameon share equal to 19.5 cents, which such shares are subject to securities law mandated hold period lasting until June 5, 2022, and contractual escrow with tranched release over a period of 24 months.

In addition to the purchase price, subject to applicable laws and approval of the Canadian Securities Exchange, Gameon has agreed to pay the vendor up to $500,000, subject to and upon the achievement of certain performance milestones, payable through the issuance of that number of Gameon shares being equal to a fraction, the numerator of which is $50,000, and the denominator of which is the greater of: (i) the trading-volume-weighted average trading price of the Gameon shares as quoted on the CSE, calculated by dividing the total value by the total volume of Gameon shares traded for the period ending 10 CSE trading days prior to the date of the satisfaction of the performance milestone; and (ii) the lowest price permissible under the rules and policies of the CSE.

About Gameon Entertainment Technologies Inc.

Gameon powers the biggest sports, media and entertainment companies with the most innovative white-label game technologies. Gameon provides broadcasters, TV networks, streaming platforms, leagues, tournaments, sports books and NFT projects with white-label prediction games, fantasy games and NFT-based games. Since completing the Comcast NBCUniversal Lift Labs Accelerator powered by Techstars in 2018, Gameon has secured revenue-generating partnerships with global companies including NBCUniversal, Bravo and MX Player.

Gameon has a dynamic and experienced management team led by chief executive officer Matt Bailey (Brooklyn Nets, Barclays Center), chief product officer Santiago Jaramillo (Dapper Labs, NBA Top Shot, EA Sports) and vice-president of partnerships Ryan Nowack (Madison Square Garden, New York Knicks, New York Rangers), as well as its directors: J. Moses (Take-Two Interactive), Shafin Tejani (Victory Square Technologies), Katrina Palanca (Twitch, Brooklyn Nets, San Antonio Spurs) and Carey Dillen (YYoga, FIFA, IOC).

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