Kings Entertainment to acquire Braight AI Technologies. KINGS ENTERTAINMENT ANNOUNCES SIGNING OF AGREEMENT FOR ACQUISITION OF BRAIGHT AI TECHNOLOGIES INC .
Kings Entertainment Group Inc. has entered into a share exchange agreement dated June 14, 2023, which sets out the terms and conditions for the acquisition by the company of all of the issued and outstanding shares in the capital of Braight AI Technologies Inc., a private company existing under the laws of British Columbia, in exchange for shares of the company. The company intends to leverage Braight AI's technology to accelerate its user verification process and explore other ways the technology can benefit its lotto and gaming platforms.
Pursuant to the terms of the definitive agreement, as consideration for the transaction and on closing thereof, the company will issue an aggregate of 59,289,392 common shares in the capital of the company to the shareholders of Braight AI at a deemed value of 18.5 cents per payment share. There is no hold period for the payment shares pursuant to applicable securities laws.
Braight AI has entered into a share exchange agreement dated May 31, 2023, with Epeer Spolka Z Ograniczona Odpowiedzialnoscia, a limited liability company existing under the laws of Poland and the shareholders of Epeer for the acquisition by Braight AI of all of the issued and outstanding in the capital of Epeer.
Closing of the transaction is subject to, among other things, closing of the acquisition, receipt by the company of an independent third party valuation of Braight AI which is satisfactory to the company in its sole discretion, compliance with all applicable regulatory requirements, and receipt of all necessary regulatory, corporate and board approvals being obtained, including the approval of the Canadian Securities Exchange (the CSE). There can be no assurance that the transaction will be completed as proposed, or at all.
Pursuant to the terms and conditions of the definitive agreement and after closing, the company has agreed to transfer $1.5-million to Epeer in four equal instalments of $375,000 as follows: (i) within seven days from the date of closing; (ii) on or before Oct. 10, 2023; (iii) on or before Jan. 10, 2024; and (iv) on or before April 10, 2024. The company has also committed to transfer 30 per cent of the net proceeds from each capital raise in the company within the 24 months from the date of closing to Epeer.
In connection with the transaction and in consideration of the introduction to the company, the company will pay arm's-length finders by the issuance of 6,846,350 common shares of the company at a deemed value of 18.5 cents per finder's share.
The transaction is an arm's-length transaction. On closing, the company will appoint two nominees of Braight AI to the board of directors of the company.
About Kings Entertainment Group Inc.
Established in 2005, Kings Entertainment is an international on-line service provider for lottery, casino and sportsbook gambling and parent company of global on-line gaming innovators LottoKings and WinTrillions. These brands leverage their ability to acquire high-potential players through renowned lottery offerings, then engage players in a range of casino and sportsbook offerings. LottoKings and WinTrillions have attracted and retained millions of player sign-ups since their inceptions.