Gaming Innovation Group Follow

Gaming Innovation Group Inc. ("GiG" or the "Company") signed a Share Purchase
Agreement ("SPA") to acquire the iGaming company Sportnco Gaming SAS
("Sportnco") on 22 December 2021. GiG has received the necessary approvals from
relevant authorities, and GiG's Board of Directors has resolved to complete the
acquisition, hereunder to issue new shares to the shareholders of Sportnco and
to SkyCity Entertainment Group Limited ("SkyCity").

GiG acquires 100% of the shares in Sportnco Gaming SAS for a consideration of
 Euro 51.37 million, whereof  Euro 27.87 million has been paid in cash and  Euro
23.50 million
in 12,623,400 new shares in GiG at a share price of NOK 18.08, equal to the VWAP
of the GiG share for the past ten days of trading. In addition, Sportnco will
retain  Euro 18.63 million of its existing long-term loans.

GiG also entered into an agreement with SkyCity in December 2021, whereby
SkyCity invests  Euro 25 million in GiG through a directed share issue at NOK
18.00
per share, equal to 13,487,500 new GiG shares, financing the main part of the
cash consideration to the shareholders of Sportnco.

GiG issues 26,110,900 new shares to the shareholders of Sportnco and SkyCity,
increasing the number of outstanding shares from 96,675,626 to 122,786,526. The
shares issued to the shareholders of Sportnco are subject to a 6-month lock-up
period.

Sportnco has 84 shareholders whereof the largest being its CEO and founder Hervé
Schlosser (15.6%), Olivier Marchal, President at Bain&Co France (9.1%) and BNP
Paribas Développment (6.6%), and these will hold 1.60%, 0.93% and 0.67%
respectively in GiG. SkyCity will hold 10.98% in GiG.

In addition, the shareholders of Sportnco are entitled to a two year earn-out
based on the performance in 2022 and 2023 with up to  Euro 11.5 million per
year. The
earn-out will be paid 50% in cash and 50% in new shares in GiG, where the number
of shares to be issued shall be based on a 10-day VWAP of the GiG share at the
time of payment, expected in April 2023 and April 2024. Further, to keep key
employees in Sportnco, a 3-year option program will be entered into, whereby the
option holders, pending continued employment, will receive shares in GiG at
future VWAP valuation up to a total aggregate value of  Euro 4 million.

The combined company

Sportnco is one of the leading platform providers of turnkey betting and gaming
solutions for operators in regulated markets through its inhouse developed
sportsbook and PAM. The combined company will enhance and strengthen GiG's
position as one of the industry leading platforms and media providers with
innovative and proprietary products and creating one of the largest and fastest
growing providers in regulated iGaming with an unparalleled regulated
geographical footprint.

Sportnco has international presence and operates as a leading B2B supplier in
France and Spain and is active in other European jurisdictions such as Belgium,
Portugal, and Greece, as well as in several high growth Latin American markets
and is well positioned to enter the US sportsbook lead states. Sportnco's
geographical presence is highly complementary to GiG's current offering and
combined, GiG and Sportnco will be licensed in 25 markets, currently with around
55 clients. Through the acquisition, GiG has increased both short- and long-term
addressable markets meaningfully. Sportnco's tier 1 sportsbook product is
strong, and the acquisition is expected to create attractive commercial,
operational, and technological synergies, as well as enable cost savings and
accelerated growth.

The combined company will have increased profitability, value proposition with
ever increasing growth prospects and further diversification of revenue and
geographical reach.

Outlook

With the acquisition of Sportnco, GiG strengthens its position in the platform
and sports segments of the iGaming industry and will have multiple possibilities
going forward by increasing its product portfolio driving toward a profitable
and cash generating business segment. GiG's Media Services has seen a strong
performance over the last two years, delivering high growth levels, increasing
diversity of earnings and healthy cash-flow. For the full year 2022, the
combined operations should generate revenues of  Euro 87-93 million with an
EBITDA of
 Euro 30-35 million. The Board of Directors will have a strong focus on overall
operations, including the post-merger integration of Sportnco, and will continue
to look at possible strategic options to increase shareholder value going
forward.

Richard Brown, CEO of GiG said: "It is with tremendous excitement that we now
step forward into the next chapter in GiG's history. The team at Sportnco have
built a tremendous business, one that is highly complementary to GIG's offering
both in product but also addressable market increase, and now the work begins to
realise the truly existing growth opportunities that the business combination
can pursue. We welcome both the owners of Sportnco & SkyCity as shareholders and
the staff of Sportnco into GiG organisation and now move forward with full focus
on the execution of the post-merger integration plan."

Hervé Schlosser, CEO and founder of Sportnco, said "Together with all the teams
and shareholders who have built the success of Sportnco and Tecnalis, we are
extremely proud of the journey we have accomplished since 2008, and of our
integration today into the GIG group. I look forward to opening this new chapter
as I am confident that, together, we will offer stronger technology solutions
for our customers in the fast-growing regulated markets."

For further information, please contact:
Richard Brown, CEO GiG, richard.brown@gig.com, +34 661599025
Herve Schlosser, CEO Sportnco, herve.schlosser@sportnco.fr


About Gaming Innovation Group (GiG)
Gaming Innovation Group is a leading iGaming technology company, providing
solutions, products and services to iGaming Operators. Founded in 2012, Gaming
Innovation Group's vision is 'To be the industry-leading platform, sportsbook
and media provider delivering world-class solutions to our iGaming partners and
their customers.  GiG's mission is to drive sustainable growth and profitability
of our partners through product innovation, scalable technology and quality of
service. Gaming Innovation Group operates out of Malta and is dual-listed on the
Oslo Stock Exchange under the ticker symbol GIG and on Nasdaq Stockholm under
the ticker symbol GIGSEK. www.gig.com

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