Vancouver, British Columbia–(Newsfile Corp. – August 13, 2024) – FansUnite Entertainment Inc. (TSX: FANS) (OTCQB: FUNFF) (“FansUnited” or the “Pursue“) is pleased to announce, following its new announcement dated June 27, 2024, in respect of the proposed sale (the “Sales transaction“) of all issued and outstanding shares of FansUnite US Inc. (“FansUS“) to Hero Group Corp. (the “Buyer“), the Company’s shareholders have passed the special resolution required to complete the Sale Transaction, the special resolution required for the Distribution (as described below) and the ordinary resolution required for the Voluntary Delisting (as described below) at the Company’s Extraordinary General Meeting (the “Meet“) took place on August 13, 2024. The total number of shares represented in person or by proxy at the meeting was 181,685,741, representing 50.53% of the total issued and outstanding common shares (the “Ordinary shares“) in the Company’s capital as of July 4, 2024.

Detailed voting results of the Meeting were posted on August 13, 2024 under the Company’s SEDAR+ profile at www.sedarplus.com.

As previously announced, the Company, FansUS, the Purchaser and GeoComply Solutions Inc. have entered into a share purchase agreement dated June 27, 2024 (the “Share purchase agreement“), pursuant to which the Company has agreed to sell all of the issued and outstanding shares of FansUS, a wholly owned subsidiary of the Company operating the “Betting Hero” business, to the Purchaser for an aggregate purchase price of $37.5 million, adjusted on a cash and debt-free basis.

Assuming the conditions to closing are satisfied or lifted, the sale transaction is currently expected to close on or about August 15, 2024. If the sale transaction is completed, the Company expects to voluntarily delist its common shares from the Toronto Stock Exchange (the “Voluntary delisting“) on or about August 21, 2024.

Pursuant to the terms of the Share Purchase Agreement, the Company has agreed to distribute 90% of the net proceeds from the Sale Transaction (after payment or satisfaction of certain obligations and liabilities of the Company, including those related to the Sale Transaction or otherwise) to the holders of the Common Shares, subject to applicable solvency and other legal or contractual requirements, as a return of capital on the Common Shares (the “distribution“) represents approximately C$0.065 to C$0.075 per common share.

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If the sale transaction is completed, the Company expects the record date for the distribution to be the end of the business day on August 26, 2024 to allow for the settlement of transactions after the voluntary delisting date and to have the payment date on or about August 29, 2024. As a result, only shareholders of record on the voluntary delisting date will be entitled to the distribution.

The key dates for the sale transaction, the voluntary delisting and the distribution are expected to be:

The terms of the sale transaction, distribution and voluntary delisting and the share purchase agreement are further described in the Company’s management information circular dated July 5, 2024 and related meeting materials, all of which are available under FansUnite’s profile on SEDAR+ at www.sedarplus.com..

ABOUT FANSUNITE ENTERTAINMENT INC.

FansUnite is a global sports entertainment and gaming company. Our business is focused on the regulated and legal 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 betting, casino, poker and fantasy sports platforms.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking information”, including, but not limited to, information regarding activities, events or developments that the Company expects or believes will or may occur in the future. Such forward-looking information can often, but not always, be identified by the use of words and phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “believes” or variations (including the negative) of such words and phrases or includes statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken, occur or be achieved”. Such forward-looking information includes, but is not limited to, information regarding: the Company’s expectations regarding its ability to complete the sale transaction and the expected results, the voluntary delisting, the expected distribution of approximately C$0.065 to C$0.075 per Common Share, the ability of the parties to satisfy the closing conditions and obtain necessary approvals and the anticipated timing of completion of the Sale Transaction, the voluntary delisting and the Distribution. Various assumptions or factors are typically applied in reaching conclusions or in making forecasts or projections in forward-looking information. These assumptions and factors are based on information currently available to the Company. Although such statements are based on assumptions that management believes are reasonable, there can be no assurance: (i) that the Sale Transaction will be completed; (ii) if the Sale Transaction is completed, that it will be completed on the terms described above; (iii) that the Company will voluntarily delist its Common Shares from the TSX; (iv) that the proposed Distribution will be made; or (v) if the proposed Distribution is made, as to the amount or terms of such Distribution.

The forward-looking information contained in this news release is based on certain factors and assumptions, including with respect to the receipt of all necessary regulatory approvals and satisfaction of other conditions to completion of the sale transaction, voluntary delisting, distribution and other similar matters. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward-looking information involves known and unknown risks, uncertainties and other risk factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. These risks include the risk that the sale transaction will not be completed on the anticipated timeframe or at all, risks related to increasing competition and current global financial conditions, access and supply risks, dependence on key personnel, operational risks, regulatory risks, capitalization and liquidity risks, the occurrence of any event, change or other circumstance that could lead to the termination of the share purchase agreement, the risk that any closing condition of the sale transaction will not be satisfied, risks related to the possible failure to receive all necessary regulatory approvals and possible litigation related to the proposed sale transaction and the outcome of such litigation. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that this information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Unless otherwise required by law, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions or other factors change.

The sale transaction, the voluntary delisting and the distribution cannot be completed until the necessary regulatory approvals have been obtained. There is no guarantee that the sale transaction, the voluntary delisting and the distribution will be completed as planned or at all. The sale transaction could be modified, restructured or terminated. Investors are advised that copies of the individual documents, unless otherwise stated in the circular and the share purchase agreement itself, are or will be filed under the Company’s profile at the following address: www.sedarplus.comall information released or received in connection with the sale transaction, the voluntary delisting from the TSX and the distribution may not be accurate or complete and should not be relied upon.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.

For further information please contact FansUnite’s shareholder communications advisor:

Laurel Hill Consulting Group
Toll-free number in North America: 1-877-452-7184
Calls outside North America: 1-416-304-0211
E-mail: [email protected]

To view the original version of this press release, please visit https://www.newsfilecorp.com/release/219820