Tiidal Gaming Group announced that it and its wholly-owned subsidiary, Tiidal Gaming Holdings, have entered into a share sale and purchase agreement with Entain Holdings (UK) Limited, pursuant to which Tiidal Holdings will sell all of the shares of the Company’s operating subsidiary, Tiidal Gaming NZ Limited (Sportsflare), to Entain. Sportsflare is one of the leaders in developing bet types for the esports betting space. Sportsflare has created market-leading innovations, such as Flash Markets, that allows users to bet in-game on live esports events.

Pursuant to the terms of the Purchase Agreement, Tiidal Holdings has agreed to sell all of the issued and outstanding shares of Sportsflare (the Purchased Shares) to Entain for consideration of $13,250,000 in cash (the Purchase Price), subject to standard transaction adjustments. The Purchase Price will be retained by Tiidal in a holding account for 180 days following the closing, during which period Tiidal may access the funds to satisfy any working capital adjustment or claims brought by Entain and may access up to 20% of the funds to pay reasonable costs related to the Transaction.

The Transaction was negotiated at arm’s length and is subject to a number of conditions customary for a transaction of this nature, including approval of Tiidal shareholders and receipt of all required consents. The Purchase Agreement includes payment of a $500,000 termination fee that is payable by Tiidal Holdings to Entain in the case of certain terminating events.

“I am incredibly proud of what the Sportsflare team has done over the last year. Given the capital markets environment, we believed it was best to find a great home for Sportflare in order to maximize value for Tiidal shareholders. Sportsflare will be a great fit with Entain’s strong presence in the industry and our board of directors is confident that Sportsflare joining Entain is the best long-term solution for its employees and partners,” said Thomas Hearne, Chief Executive Officer of Tiidal.

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The Company will seek shareholder approval of the Transaction at a meeting of shareholders held to consider and approve the Transaction. The Meeting is expected to be held on April 26, 2023.