eQube Gaming Limited
TSX VENTURE : EQG

eQube Gaming Limited

November 19, 2015 16:39 ET

eQube Gaming Limited Extends LOI for Teknobingo Scandinavia AS

EDMONTON, ALBERTA--(Marketwired - Nov. 19, 2015) -

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRE SERVICES

eQube Gaming Limited (TSX VENTURE:EQG) ("eQube" or the "Company") announced today it has extended its non-binding letter of intent ("LOI") to acquire all of the issued and outstanding shares of Teknobingo Scandinavia AS ("Teknobingo"), herein referred to as the "Acquisition". On April 14, 2015, eQube announced its intention to acquire two Norwegian companies: Teknobingo Scandinavia AS, a software and hardware solutions provider to the eBingo market and Bingo Entreprenøren AS, an operator of 21 bingo halls in Norway. On November 3, 2015, eQube announced its decision to not move forward with the Bingo Entreprenøren acquisition.

Headquartered in Oslo, Teknobingo is a leading eBingo provider in Norway. The business is a complementary fit to eQube's core business of providing eBingo product solutions across North America and Europe.

Total consideration for the Acquisition will be EUR4,000,000 Euros ($5,680,000 CAD) and will consist of EUR750,000 Euros ($1,065,000 CAD) in cash and the equivalent of EUR250,000 Euros ($355,000 CAD) in ordinary shares of eQube issued at a price of $0.50 per share at the closing of the transaction and cash earn outs not to exceed EUR3,000,000 Euros ($4,260,000 CAD) over three years.

Kent Tong, CEO and Director, commented: "eQube's goal is to become the leading provider of technology and operational tools in the global charitable and community gaming markets. Our acquisition of one of the leading eBingo software solutions fits perfectly within our growth strategy. We see immediate revenue-generating opportunities in key European markets using Teknobingo's proven software platform. Our penetration into this market will further demonstrate the value of eQube's suite of products and professional services directly to eBingo and related community gaming operations."

Rationale for the Acquisition

  1. Teknobingo is a proven eBingo technology platform with immediate application opportunities in key European markets including Ireland;
  2. Synergies and growth opportunities - The Teknobingo linked bingo software platform and games can be deployed in new European markets and can be added to eQube's offerings in existing customer locations in North America and Ireland; With a large market presence in Norway, eQube bingo variant products can also be placed into this new market; and
  3. Management team - Following the Acquisition, Teknobingo's president and sole shareholder, Terje Olsen, will become a significant eQube shareholder and consultant of eQube holding approximately 2% of the outstanding shares of the Company. Mr. Olsen and his team bring over 25 years of developing, managing and supporting eBingo in the global market.

Closing Conditions

The Acquisition is subject to completion of customary due diligence, negotiation and settlement of a definitive agreement, approval of all regulatory and third party approvals, including the TSX Venture Exchange and customary closing conditions. There is no assurance that a definitive agreement will be successfully negotiated or entered into or that the Acquisition will be completed.

Currency conversions from Euro to Canadian dollars set forth herein are based on a rate of 1.42 in effect on November 18, 2015. It is anticipated that the actual conversion rate from Euro to Canadian dollars will be based on the exchange rate in effect at the time of closing.

About eQube Gaming Limited ("eQube"):

eQube is a leading provider of community and charitable gaming solutions for charitable and commercial gaming facilities. eQube has a majority market share of the Canadian regulated eBingo market, is the leading provider to the Irish digital bingo market and now operates the largest linked bingo game in Western Canada. Current solutions, consisting of commercial eBingo, linked bingo, social games and ancillary systems, are deployed in North America and Europe. eQube's open platform suite of tools provides customers with new revenue channels to deliver and enhance traditional bingo income for lottery, tribal and other gaming organizations.

eQube has been offering its charitable gaming solutions to provincial gaming authorities and private industry since its inception in 1999. Its registered and head office is in Edmonton, Alberta. eQube is listed on the TSX Venture Exchange under the symbol EQG. For more information visit: www.eqube.com.

Disclaimer in Regards to Forward-Looking Statements

This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of eQube as of the date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward- looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the proposed Acquisition of Teknobingo Scandinavia, including expected synergies and growth opportunities and management changes, completion of related due diligence and the definitive agreement and receipt of necessary regulatory and third party approvals. Such forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.

In respect of the forward-looking statements concerning the anticipated benefits and completion of the proposed Acquisition, eQube has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the completion of satisfactory due diligence and ability to negotiate a satisfactory definitive agreement and ability to obtain necessary regulatory and third party approvals. Forward looking information provided in this news release is also based on certain assumptions regarding expected growth, results of operations, performance and business prospects and opportunities. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release.

Since forward-looking statements addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These risks include unsatisfactory due diligence, or the inability to negotiate a definitive agreement and/or obtain necessary regulatory and third party approvals.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information regarding some of these risks, expectations or assumptions and other factors may be found in eQube's filings with the Canadian securities regulators, available at www.sedar.com. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and eQube undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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

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