Mr. Steve Budin reports

KINGS ENTERTAINMENT ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE PARENT OF BET99 SPORTSBOOK AND CASINO OPERATOR

Kings Entertainment Group Inc. and Sports Venture Holdings Inc. (SVH) have entered into an arm's-length business combination agreement dated May 24, 2022, to combine Kings Entertainment and Sports Venture Holdings. Sports Venture Holdings is a holding company of subsidiaries that operate the Bet99 brand, one of the largest on-line sport and casino betting websites that accept players from Canada.

"The combination of Kings Entertainment, a company led by pioneers of the international on-line sports gambling industry, and SVH, the parent company of operators of the market-leading Bet99 brand, will be transformative for the Canadian sports betting sector," said Steve Budin, chief executive officer of Kings Entertainment. "Our vision for Kings has always been to build leadership positions within each of the regulated jurisdictions that we enter, and this agreement will certainly accelerate that goal within the Canadian landscape and beyond."

"Merging with an internationally recognized on-line betting veteran such as Kings is a natural next step for SVH," said Jared Beber, CEO of Sports Venture Holdings. "Bringing the Bet99 brand to the public capital markets, through Kings' CSE [Canadian Securities Exchange] and OTC listings, will not only support expansion by engaging a much broader investor base, but will also build the Bet99 brand with an even wider audience of betting enthusiasts."

Current Bet99 CEO Mr. Beber will take on the CEO role of the merged company, with Kings Entertainment CEO Mr. Budin continuing to lead LottoKings operations and acting in an advisory role. Former CEO and founder of international gaming giant Bragg Gaming, Adam Arviv, will step into the executive chair role of the combined entity. Arviv is credited with the 2021 turnaround of Bragg Gaming, where he eliminated $50-million of debt, built a strong balance sheet with $45-million in cash and zero debt, and took the stock from 20 cents to $3.00 (preconsolidation).

The business combination is subject to terms and conditions consistent with transactions of this nature; they are set forth in the definitive agreement, including (among other things) shareholder approval and the approval of the Canadian Securities Exchange. If completed, the business combination will constitute a fundamental change of the company, as such term is defined in CSE policies. Therefore, trading in the common shares of the company (KEG) will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the CSE.

About Sports Venture Holdings

Sports Venture Holdings is a holding company of subsidiaries that operate the Bet99 brand. Sports Venture Holdings's Swiss subsidiary, BQC Consulting GmbH, operates BET99.com and BET99.net. Bet99.net, a 100-per-cent pure free-play website, is marketed throughout Canada. Sports Venture Holdings's other subsidiary, 1000007698 Ontario Inc. (CanCo), has made application for registration as an internet gaming operator with the Alcohol and Gaming Commission of Ontario. Upon approval, CanCo will operate and market BET99.ca to residents of Ontario.

BET99 has adopted a hyper-localized approach to create a premiere Canadian on-line sports book and casino. Since launching in 2020, BET99 has consistently innovated to create a diverse product and service tailored specifically to the unique nuances of the Canadian market. Since inception, BET99 has grown rapidly and has now handled over $1.2-billion in bets across both Sportsbook and Casino. From 2020 to 2021, Bet99 grew net gaming revenue from approximately $600,000 to approximately $26-million; in just the first quarter ended March 31, 2022, it generated approximately $12.2-million (equating to run-rate full-year net gaming revenue of $49-million).

Furthermore, the brand has entered into a vast array of unique Canadian partnerships, including UFC (Ultimate Fighting Championship) Hall of Famer Georges-St-Pierre, NHL (National Hockey League) All-Star Auston Mathews, two-time Olympian Alysha Newman, the Ottawa Senators, the CF Montreal, the Montreal Alouettes and many more.

Business combination

The business combination will be completed, subject to the terms of the definitive agreement, by way of three-cornered amalgamation, whereby Sports Venture Holdings and a to-be-incorporated, wholly owned subsidiary (Subco) of Kings Entertainment will amalgamate to form one company (Amalco) as a wholly owned subsidiary of Kings Entertainment. All of the property and assets of each of Subco and Sports Venture Holdings will become the property and assets of Amalco; Amalco will be liable for all of the liabilities and obligations of each of Subco and Sports Venture Holdings. Although Amalco will, therefrom, outright own BQC Consulting GmbH and Canco, all of their current operations shall remain as-is.

It is contemplated that, immediately prior to the amalgamation and subject to the rules of the CSE, the then outstanding KEG shares may be consolidated on the basis of 20 postconsolidation shares in the capital of the company for every then outstanding KEG share, or such other basis as agreed to between the KEG and Sports Venture Holdings.

Under the terms of the amalgamation, Kings Entertainment will issue to shareholders of Sports Venture Holdings 31.0724 preconsolidation shares for each share of Sports Venture Holdings held (being 1.5536 postconsolidation shares per Sports Venture Holdings share, assuming a 20:1 consolidation), resulting in the issuance of approximately 518 million shares (or approximately 25.9 million postconsolidated shares, assuming a 20:1 consolidation). The business combination values Kings Entertainment at 21 cents per KEG share, which represents a 13.5-per-cent premium, based on the closing price of the KEG shares on the trading date immediately prior to this news release.

Following completion of the business combination, current shareholders of Sports Venture Holdings will hold approximately 87 per cent of the common shares of the combined company on a fully diluted treasury method basis.

In connection with the business combination, the company has agreed to make available to Sports Venture Holdings a senior secured non-interest bearing credit facility of up to $5-million. The outstanding balance owing under the credit facility will become immediately due and payable if the definitive agreement is terminated, with interest thereafter accruing at 18 per cent per annum.

It is anticipated the company will change its name such that the resulting issuer will operate under the name Interactive Entertainment Group Inc., or such other name as may be agreed with intention that the resulting issuer shares will be listed and posted for trading on the CSE. KEG and Sports Venture Holdings may elect to complete a financing transaction with Sports Venture Holdings prior to the closing of the amalgamation.

The definitive agreement contains customary representations, warranties and covenants for transactions of this nature, including the holding of shareholder meetings, conduct of the business of Kings Entertainment and Sports Venture Holdings, and non-solicitation provisions providing for break fee of $5-million. There can be no assurance that the business combination will be completed as proposed, or at all. Conditions to completion of the business combination include, but are not limited to:

• The receipt by the applicable subsidiary of Sports Venture Holdings of a licence from the Alcohol and Gaming Commission of Ontario to be a registered Internet gaming operator in the province of Ontario;
• The approval of Sports Venture Holdings shareholders of the amalgamation;
• The approval of Kings shareholders at a meeting of shareholders of the business combination as well as the name change and the consolidation (to the extent required by corporate or securities law or the CSE policies);
• The satisfaction of all conditions (unless waived in writing by the applicable party), under the definitive agreement and any applicable transactional agreements, required to be completed or satisfied on or before closing of the business combination;
• The receipt of all necessary regulatory and third party consents, approvals and authorizations as may be required in respect of the business combination and the amalgamation, including from the CSE.

The business combination has been unanimously approved by the board of directors of each of Kings Entertainment and Sports Venture Holdings. Directors, officers and other significant shareholders of each of Kings Entertainment and Sports Venture Holdings have entered into irrevocable voting and support agreements to vote in favour of the business combination representing approximately 30 per cent of the outstanding KEG shares and 53 per cent of the Sports Venture Holdings shares.

Additionally, it is expected that the resulting issuer shares to be issued to Sports Venture Holdings shareholders, as well as resulting issuer shares to be issued to certain advisers of KEG, will be subject to restrictions on transfer and released in equal monthly instalments over a period of 24 months following closing of the business combination.

In connection with the KEG shareholder meeting, Kings Entertainment anticipates filing a management information circular and listing statement detailing certain matters relating to the business combination and other related matters to be mailed to Kings Entertainment shareholders. Assuming the satisfaction of customary closing conditions, including the approval of Kings Entertainment shareholders, the business combination is expected to close at approximately the end of the third quarter of 2022.

Directors and Officers of the resulting issuer

Upon completion of the business combination, it is anticipated that certain of the current directors and officers of the company will resign and that, following the completion of the business combination, the management team of the resulting issuer will comprise Mr. Beber as CEO, Simon Legge as chief financial officer and Mr. Arviv as executive chairman; the board of directors of the resulting issuer will comprise Mr. Arviv, Mr. Beber, Robert Godfrey, David Danziger, Kevin Kirby, Cory Levi and a seventh director to be nominated by Sports Venture Holdings.

Advisers

Norton Rose Fulbright Canada LLP is acting as the company's legal adviser, and Cormark Securities Inc. and Haywood Securities Inc. are acting as the company's financial advisers.

Chitiz Pathak LLP is acting as Sports Venture Holdings's legal adviser and Canaccord Genuity Corp. is acting as Sports Venture Holdings's financial adviser.

We seek Safe Harbor.