Esports Entertainment Group Announces Sale of the Bethard Business and Amendment to Senior Convertible Note

Esports Entertainment Group announced that it has entered into a share purchase agreement (Purchase Agreement) dated February 14, 2023 to sell its Bethard iGaming business, an operator of online casino and sportsbook brands that is licensed in Malta and Sweden.

The total purchase consideration in the Purchase Agreement was determined by the parties to be approximately €9.5 million comprising €1.65 million of cash proceeds payable to the Company at closing, with an additional €6.5 million of purchase consideration attributed to the Company’s release from payment of its contingent consideration liability from the Bethard acquisition. The purchaser of the Bethard business will also assume liabilities of approximately €1.2 million. The terms of sale allow for a cash holdback of €0.15 million which may be retained by the purchaser should liabilities exceed agreed upon amounts in the Purchase Agreement. The sale of the Bethard business is expected to close during the two-week period following the signing of the Purchase Agreement, subject to customary closing conditions.

The Company entered into an Amendment and Waiver Agreement on February 16, 2023 as a condition to the closing of the sale of the Bethard business. The Amendment requires the Company to deposit 50% of the proceeds from the sale of the Bethard business in a bank account in favor of the holder (the Debt Holder) of its Senior Convertible Note, dated February 22, 2022. The Amendment also requires the Company to deposit 50% of the proceeds of any permitted future sale of assets or any subsequent debt or equity offer or sale (a Securities Transaction) and 100% of the proceeds of any additional indebtedness incurred in the future, into such bank account in favor of the Debt Holder, or, at the option of the Debt Holder, redeem amounts under the Senior Convertible Note using such proceeds.

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Alex Igelman, CEO of Esports Entertainment Group, said: “I am very pleased at the work that is being undertaken to reduce debt and focus on our core iGaming and esports assets. We remain committed to building a world-class esports gambling operation that is global in reach and that provides esports content and strategic services to those involved in esports gambling, as well as those seeking to enter the market. I am extremely encouraged and pleased with the speed and efficiency in which senior management effectuated these important actions.”