Contagious Gaming Inc.
TSX VENTURE : CNS

Contagious Gaming Inc.

January 19, 2015 09:25 ET

Contagious Gaming Executes Share Purchase Agreement to Acquire Established UK Online Bingo Provider Chelbis

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 19, 2015) -

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

Contagious Gaming Inc. (TSX VENTURE:CNS) ("Contagious Gaming" or the "Company") is pleased to announce that, further to the news release announcing the signing of an agreement to acquire of Chelbis Company Ltd. (the "Interim Agreement") on December 8, 2014, the Company has entered into a definitive share purchase agreement to acquire all of the issued and outstanding securities of Chelbis Company Ltd. (Malta) and Chelbis Company Ltd. (Isle of Man) (together "Chelbis") (the "Acquisition"). The Acquisition will require an initial payment of 3,825,000 Common Shares issued at a price of $0.80 and cash consideration of £400,000 on closing (the "Initial Payment"). The Company is also required to make a payment of equal to 21.43% of Chelbis' 2014 net profit subject to certain adjustments, not to exceed £150,000, on December 31, 2015 (the "Second Cash Payment") and amount equal to 21.43% of Chelbis' 2014 net profit subject to certain adjustments, not to exceed £150,000, by the date that is six months from the deadline for the Second Cash Payment. Furthermore, the Company is required to make earn-out payments equal to one times Chelbis' 2015 net profit and Chelbis' 2016 net profit. Chelbis will be delivered with unrestricted cash equal to or exceeding £300,000.

The Acquisition is subject to certain closing conditions including regulatory approvals.

In addition, the Company announces that it granted 3,900,000 incentive stock options dated September 19, 2014 to directors, officers, employees and consultants of the Company pursuant to the closing of the Company's RTO as approved by shareholders August 1, 2014. Each option is exercisable to purchase one common share of the Company until September 19, 2019 at a price of C$0.40 per common share.

About Contagious Gaming

Contagious Gaming Inc. (TSX VENTURE:CNS) is a rapidly emerging developer of unique and engaging software solutions for regulated gaming and lottery markets around the world. The Company is currently focused on deploying its first-to-market lottery-style sports betting platform in the United Kingdom and its proprietary digital instant lottery content in United States and other international jurisdictions. Contagious Gaming's sports betting platform is the first sports betting system to allow players to chase a dynamic jackpot live during Premier League soccer matches. The Company is a first mover in the roll-out of digital instant lottery content in the United States. For more information on Contagious Gaming please visit www.contagiousgaming.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward‐looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward‐looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD‐LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

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