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Lottery.com, a Leading Platform to Play the Lottery Online, Enters into Definitive Agreement with Trident Acquisitions Corp. to Become Publicly Traded

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Trident Acquisitions Corp. , a leading online platform to play the lottery online or from a mobile device, have entered into a definitive agreement for a business combination that would result in Lottery.com becoming a publicly listed company.

Founded in 2015, Lottery.com empowers users to play the lottery from their phone and on the go. It offers official state-sanctioned lottery games, like Powerball, Mega Millions and state games where permissible. Lottery.com is also the world’s largest provider of lottery data to over 400 digital publishers, including hundreds of digital newspapers, television and news sites, and major digital publishers such as Google, Verizon/Yahoo and Amazon’s Alexa devices.

Lottery.com has been a pioneer in the lottery industry, working closely with state regulators to advance the industry into the digital age. Through its online platform, Lottery.com provides official lottery games and enhanced regulatory capabilities by developing innovative blockchain technology, while also capturing untapped market share, including digitally native players.

With the expected proceeds to be received by Lottery.com upon the closing of the transaction, Lottery.com would be well-positioned to accelerate its revenue growth through further expansion in its existing markets and into new high-growth markets both domestically and internationally.

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Lottery.com Investment Highlights

  • Potential to Significantly Expand Global Market Share: Leveraging its successful playbook in the U.S., Lottery.com intends to become a global marketplace for legally available lottery games to consumers across the world. At $430 billion of global lottery sales with only 4% online penetration, this is a large market opportunity that is expected to shift to transact online during the next decade.
  • Innovative Ecommerce Platform Bringing an Outdated Industry into the Digital Age: Lottery.com has developed a world-class safe and secure mobile lottery platform and app leveraging blockchain technology to maintain an accurate ledger that provides users the ability to play official lottery games and other games of chance directly from their phone. Lottery.com has benefited from a customer acquisition cost of $4.01, with those users producing an average of $30.90 of gross revenue in their first year.
  • Favorable Macro Dynamics Driving Consumers Online: Betting and gambling industries have begun successfully transitioning to online platforms as pandemic-related changes in consumer behavior have accelerated online and digital adoption. In addition, millennials are increasingly participating in games of chance, including the lottery.
  • Easing Regulatory Environment Propelling Market Growth: Many states and international governments have been easing restrictions on lottery games in an effort to increase ticket sales and revenue contribution in the form of tax as more and more gaming companies collaborate on lobbying efforts.
  • Poised for Expansion: From 2016 to 2020, Lottery.com grew gross revenue at a compounded annual growth rate of 322%, and forecasts gross revenue equal to approximately $71 million in 2021, $280 million in 2022 and $571 million in 2023. Lottery.com is currently operating in 11 states across the U.S. and has plans to cover 34 states by the end of 2023. Lottery.com looks forward to announcing upcoming partnerships with significant room to expand into other countries, along with opportunities to grow deeper within its current footprint.
  • Large and Growing Player Pool for Cross Selling Additional Games: With over 7.5 million visitors in 2020, the Lottery.com platform is capable of distributing a range of wagering and games of chance across large and growing national and international markets.

“Lottery.com’s innovative platform has already made significant progress bringing the lottery industry into the digital age and continuing to expand its markets both domestically and internationally,” said Vadim Komissarov, CEO of Trident. “With a track record of substantial growth and user base expansion in a relatively short period of time, we are confident that Lottery.com has the ability to cement its place as a leading online platform to both play the lottery and to introduce additional wagering and games of chance worldwide. We believe this transaction will allow Lottery.com to be on a path to reach its true growth potential, and we look forward to working with the team as we introduce their compelling story to the public markets.”

Co-founder and CEO of Lottery.com, Tony DiMatteo, commented: “Lottery.com is innovating a legacy industry with ground-breaking technologies poised to capitalize on the large population of active internet and smartphone users in the U.S. and throughout the world. Over the past several months, we have made significant progress, launching our app in the Google Play Store and expanding domestically into Colorado and internationally through announced partnership plans in Turkey and Ukraine. We believe this transaction will further enhance our ability to grow into new markets as consumers are now, more than ever, engaging with digital and online platforms. The team at Trident shares our vision of growing into a global marketplace for legally available lottery games, and other games of chance, to consumers across the world and we firmly believe this partnership will accelerate our growth.”

Lottery.com is expected to continue to be supported by a strong advisory board and notable investors within the venture capital, gaming and entertainment industries, including:

  • Jason Robins, CEO of DraftKings (Nasdaq: DKNG)
  • Peter Diamandis, Chairman of XPRIZE Foundation
  • Ben Narasin, Venture Partner of NEA
  • Paraag Marathe, Enterprises President and EVP of Football Operations
  • Matthew Le Merle, Co-founder and Managing Partner of Fifth Era and Keiretsu Capital
  • Jamie Gold, The Poker Philanthropist

“We were early investors into Lottery.com because we recognized the commitment to win in Tony and Matt, and the opportunity Lottery.com has to become the trusted brand in the space,” said San Francisco 49ers Enterprises President and EVP of Football Operations Paraag Marathe, “I am excited for the next phase of the business, and believe the future is bright for Lottery.com.”

Transaction Terms
The combined company will have an estimated post-business combination enterprise value of approximately $526 million.

The net proceeds raised from the business combination will be used to support Lottery.com’s working capital and global platform expansion.

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The proposed business combination contemplates that Lottery.com’s stockholders will roll 100% of their equity into the combined company, with no minimum cash requirement to close the business combination.

Upon completion of the transaction, the combined company will be trademarked Lottery.com and its common stock is expected to remain listed on the Nasdaq Stock Market under the new ticker symbol “LTRY.”

For a summary of the material terms of the proposed transaction, please see Trident’s Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the announcement of the proposed business combination. An investor presentation will be published at a later date.

Advisors
White & Case LLP is serving as legal advisor to Lottery.com. B. Riley Securities and Chardan are acting as co-capital markets advisors and financial advisors, and Loeb & Loeb is acting as legal advisor to Trident.

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Andrew Cochrane Chief Business Officer of GiG

GiG increases Ontario market presence, powering the launch of Casino Time

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Gaming Innovation Group Inc. (GiG), has announced the launch of Casino Time, powered by its award winning iGaming platform and pioneering real-time rules engine LogicX, with revolutionary sportsbook, SportX soon to follow, to further extend its footprint in the regulated Canadian province of Ontario.

The launch of Casino Time carries extra significance, marking only the second time that on-demand, regulated online Bingo has been made available in Ontario. The new Bingo product vertical, launched alongside a strong Casino offering, will be boosted by GiG’s new sportsbook, SportX, as part of a planned release later this year.

GiG has focused its solutions on driving exponential growth in revenue for operators with its highly scalable iGaming platform, offering localised third party content and leading suppliers for the Ontarian market. GiGs peerless gamification layer creates an optimised and immersive casino experience tailored to regional preferences, swelling client retention and player engagement.

Canadian owned and operated, Casino Time is a joint venture amongst leading retail operators in Ontario’s Charitable Gaming sector, delivering Bingo, Slots and Live Dealer Casino Games. Promising a personalised service and community experience, Casino Time is continuing its long-standing partnership with local charities, introducing its joint fundraising model into the iGaming space for the first time.

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Now coming towards the end of its second year of licensed operations, Ontario has emerged as one of the largest iGaming markets in North America, second only to New Jersey according to data supplied by Vixio. The first and as yet only Canadian province to launch a regulated market, Ontario boasts more than 1.6 million active player accounts spread over 40 plus operators, generating €1.3 billion in Gross Gaming Revenue (GGR) in its first year of trading, with this data supplied by iGaming Ontario.

Andrew Cochrane, Chief Business Officer of GiG, said: GiG continues to set the pace with a strong cadence of brand launches in 2024, and I’m pleased that when operators are seeking platform solutions in regulated markets, GiG is leading the pack. Our partnership with Casino Time, will help deliver something new and exciting to the Ontarian market, and further helps to demonstrate the flexibility of our solutions, adapting to match the regional aspirations of our partners to deliver growth.

D’Arcy Stuart, CEO of Casino Time, said: “We are thrilled to partner with GiG as the core technology provider of our iGaming platform. Their powerful suite of player engagement tools, as well as diverse content and regulatory integrations, underpin our ability to serve and delight our player community. Our hybrid online and offline customer network, as well as unique bingo offerings, will drive exciting opportunities as the platform and the marketplace continues to grow.”

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Bragg Gaming Group

Bragg Gaming Announces Resignation of Chief Financial Officer

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Bragg Gaming Group Inc., a global B2B gaming technology and content provider, announced that Chief Financial Officer (CFO), Ronen Kannor, has notified Bragg’s board of directors (Board) that he will resign from his position to pursue other career opportunities, effective June 3, 2024. The Company confirms that the search for a replacement CFO has commenced.

Matevž Mazij, Chief Executive Officer and Chair of the Board, commented: “We thank Ronen for his dedication and commitment to Bragg over the past four years and for his unwavering service as a pivotal member of the leadership team.

“During his tenure as CFO, the Company has undergone huge positive transformation including being uplisted to the Toronto Stock Exchange, dual listed on the NASDAQ and successfully completing two acquisitions, all while reporting consecutive years of revenue, gross profit and adjusted EBITDA growth. We wish Ronen all the very best in his future endeavors.”

Ronen Kannor commented: “It has been an honor to be part of the Bragg team which has successfully navigated many challenges and continued to deliver consistent growth over the past four years. I thank the Board for their support throughout my time with Bragg, and I am now fully focused on ensuring a smooth handover to my successor.

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“Special thanks goes to my finance team, who work tirelessly to deliver the positive change and financial growth that the Company continues to achieve. I wish them and all of my colleagues continued success with Bragg now and in the future.”

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Canada

Rivalry Reports Preliminary Fourth Quarter and Year-End 2023 Results

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  • Betting handle of $423.2 million in FY 20231 increased 82% year-over-year, while reducing marketing spend 15%.
  • Revenue of $35.7 million in FY 2023 increased 34%.
  • Gross profit of $16.2 million in FY 2023, up 66% year-over-year.
  • FY23 sets all-time records for average handle per customer, up nearly 30% year-over-year, average revenue per customer up 38% year-over-year, and record low cost of customer acquisition, down 15% year-over-year.
  • Total player registrations eclipsed 2 million in FY23 while extending Gen Z market leadership.
  • FY24 off to a strong start as the capital raised late Q4 is being effectively deployed – delivering strong KPIs, supported by betting margin trending toward a more than 20% increase over the average of FY23.
  • To meet growing consumer demand the Company is adding greater support for cryptocurrency and exploring implementation of adjacent crypto-enabled technologies.
  • Rivalry is seeing a rise in demand to license its in-house casino games, accelerating the advancement of its B2B vertical.
  • Company re-affirms guidance, anticipates achieving profitability in H1 2024.

Rivalry Corp. (the “Company” or “Rivalry”) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for Gen Z, today announced preliminary and unaudited financial results for the three and 12-month periods ended December 31, 2023. All dollar figures are quoted in Canadian dollars.

“Rivalry exited 2023 as an increasingly diversified company – both geographically and across our product suite,” said Steven Salz, Co-Founder and CEO of Rivalry. “Last year we gained meaningful traction in new segments such as traditional sports, casino, and fantasy, which is widening our opportunity set and positioning us for sustainable growth in the medium- to long-term. We’re happy to have finished the year with all-time high customer economics, diversified revenue streams, and a reinforced competitive moat around Gen Z betting entertainment and experiences.”

“During Q1 we have been strategically deploying capital from our fourth quarter investment in areas that are driving customer acquisition and revenue – such as amplifying proven marketing strategies, releasing higher margin products, and developing proprietary betting experiences – that we expect will begin materializing in our results throughout the first half of 2024 and beyond,” added Salz.

“Our operational excellence across product and brand marketing last year are seen across positive KPI trends and continued year-over-year growth. Ultimately, we are proving that we can acquire and retain a coveted Gen Z demographic through an entertainment-led product set, culturally relevant brand, and a team unafraid of pushing past a long-standing industry status quo.”

Preliminary Full-Year 2023 Highlights2

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  • Betting handle was $423.2 million in the year ended December 31, 2023, an increase of $190.4 million or 82% from $232.8 million in 2022.
  • Revenue was $35.7 million in 2023, an increase of $9.0 million or 34% compared to $26.6 million in the previous year.
  • Gross profit was $16.2 million in 2023, an increase of $6.4 million or 66% from $9.8 million of gross profit in 2022.
  • The Casino segment was a significant driver of growth in 2023, with revenues of $6.4 million up 92% from 2022, and representing 52% of betting handle in the year.
  • The Company expanded its casino offering significantly during 2023, including the release of a new original game Cash & Dash in September, entry into the slots category in October, and the launch of its iOS mobile app in Ontario, enhancing the mobile casino experience and its accessibility.
  • Diversified revenue streams through new segments including traditional sports, which has grown by 60% since FY22, and fantasy, highlighting the elasticity of Rivalry’s brand among Gen Z and broadening TAM.
  • Total operating expenses of $38.9 million in 2023 decreased by $1.0 million year-over-year. The decrease was driven by a reduction in marketing expense, offsetting increases in general & administration and technology & content expense incurred to support the growth of the business.
  • Net loss was $24.3 million for 2023, a reduction of 22% or $6.9 million from the net loss of $31.1 million in 2022.

Fourth Quarter 2023 Highlights

  • Betting handle for the three-month period ended December 31, 2023 was $85.2 million, an increase of $1.2 million or 1.5% from $83.9 million in the fourth quarter of 2022 while marketing spend decreased by 32%.
  • Revenue was $6.5 million in the Q4 2023, representing a decrease of $3.0 million or 32% from $9.4 million of revenue in Q4 2022 due to less favorable sportsbook outcomes compared against an abnormally favorable result experienced in Q4 2022. The Company notes that revenue as a percentage of betting handle was near the average achieved throughout FY23, highlighting the abnormally favorable margin outcome in the comparable quarter, Q4 2022.
  • Gross profit was $3.0 million in Q4 2023, a decrease of $2.0 million or 40% from $5.0 million of gross profit in Q4 2022. The year-over-year decline follows the relative margin impact noted previously. Gross profit as a percentage of betting handle in Q4 2023 was equal to the average in FY23. Rivalry is also pleased to note that its ongoing efforts to stabilize and improve margin are yielding results, with Q1 2024 trending toward a more than 20% improvement over the average in FY23.
  • Net loss was $9.0 million in Q4 2023, a reduction of $3.3 million compared to a net loss of $12.3 million in Q4 2022. Net loss adjusting for accruals, other non-cash items, and one-time expenses, would have been approximately $7.0 million.
  • On November 15, 2023, Rivalry strengthened its balance sheet with the announcement of a private placement offering of $14 million principal amount senior secured convertible debentures to scale several strategic verticals across marketing, product development, and geographic expansion.
  • Released Rivalry Ultimate Fan, a free-to-play NBA fantasy app, to acquire new users and engage existing customers within the product suite.
  • First-party game ‘Cash & Dash’ released in September demonstrated next generation appeal as it became the fifth most-played casino game on our platform and among the top ten highest-grossing by revenue with momentum carrying into Q1, creating downstream licensing opportunities for Rivalry’s IP.

Outlook

“The year ahead is rife with new, innovative product releases arriving in Q2 and continuing throughout 2024,” Salz added. “In addition to the strength of our core roadmap, we are in the process of unlocking what we believe to be two of the most material developments to our business model since launching Rivalry in 2018. The first is a B2B vertical to license our in-house developed games, and the second is exploration and development within the crypto ecosystem – each representing an impactful growth catalyst on our path to profitability this year.”

“I have never had more confidence in our product roadmap and what Rivalry is building this year. Apart from new products, original games, and proprietary features, we have been working to dial-up the overall feel and entertainment value of our core product to provide a tech-savvy, next generation customer with a tailored experience that is well-differentiated within the larger sports betting marketplace.”

Investor Conference Call

Management will host a conference call at 10:00 a.m. EDT on Friday, April 5, 2024 to discuss the Company’s preliminary unaudited year-end and fourth quarter 2023 financial results.

Dial-in: 800-717-1738 (toll free) or (+1) 289-514-5100 (local or international calls)
Webcast:         A live webcast can be accessed from the Events section of the Company’s website
A replay of the webcast will be archived on the Company’s website for one year.

Rivalry expects to file its audited financial statements and management discussion and analysis for the period ended December 31, 2023 by the end of April 2024. The documents will be available on SEDAR+ at sedarplus.ca, and on the Company’s website.

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Related Party Transaction

On April 17, 2022 the Company entered into a secured demand loan (the “Loan”) with Kevin Wimer, the Chief Operating Officer and a Director of the Company. Pursuant to the terms of the Loan, the Company loaned Mr. Wimer US$385,000 which amount bears interest at 3.2% per annum and was repayable on demand by the Company and in any event by April 17, 2024 (the “Maturity Date”). The Loan was entered into to assist Mr. Wimer with the funding of certain tax obligations and is secured by a pledge of Mr. Wimer’s subordinate voting shares of the Company. The Company announces today that it has entered into an amendment to the Loan (the “Loan Amendment”) to extend the Maturity Date to April 17, 2026. The Loan Amendment was approved by the non-interested directors of the Company.

Mr. Wimer is a “related party” of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). As a result, the Loan Amendment is considered to be a “related party transaction” as such term is defined by MI 61-101. The Company is relying on an exemption from the minority shareholder approval requirement set out in MI 61-101 as the fair market value of the transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before entering into the closing of the Loan Amendment as the details of the Loan Amendment were not settled until shortly prior to the entering into thereof.

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