i3 Interactive Enters into Definitive Agreement to Acquire Controlling Interest of India-Based Online Poker Operation

TORONTO, Aug. 10, 2020 (GLOBE NEWSWIRE) -- i3 Interactive Inc. (“i3 Interactive” or the “Company”) (CSE: BETS) (FRA: F0O3) is pleased to announce that it has entered into a business combination agreement dated August 6, 2020 (the "Definitive Agreement") with an arm’s length, private British Columbia corporation (the “B.C. Corp.”), pursuant to which the Company has agreed to acquire all the issued and outstanding shares of B.C. Corp. (the “Target Shares”). Upon completion of the Proposed Acquisition (as defined below), the Resulting i3 Subsidiary (as defined below) will hold an indirect, 65% controlling interest in an entity which owns an active Indian poker brand (the “India Poker Operation”). The brand is part of a poker network in India with over a million registrations and over 75,000 active users as of the month of July, 2020. Following completion of the Proposed Acquisition, the Company intends to relaunch the Indian Poker Operation under the brand name “Blitzpoker”, with Blitzpoker expected to offer, among other things, a variety of game modes in Texas Hold’em and Omaha for players of all skill levels.

The Proposed Acquisition

The acquisition contemplated by the Definitive Agreement (the “Proposed Acquisition”) will be carried out by way of a three-cornered amalgamation to be completed under the Business Corporations Act (British Colombia), among the Company, B.C. Corp., and 1260039 B.C. Ltd. (“Subco”), a wholly owned subsidiary of the Company incorporated for the purposes of completing the three-cornered amalgamation. The Proposed Acquisition is expected to result in B.C. Corp. combining its corporate existence with Subco, and the entity resulting from the amalgamation (the “Resulting i3 Subsidiary”) continuing as a wholly-owned subsidiary of the Company under the name “i3 India Holdings Corp.”

As part of the Proposed Acquisition, the former shareholders of B.C. Corp. will receive one (1) common share in the capital of the Company (“Common Share”)  in exchange for each Target Share held by them (the "Exchange Ratio"). There are currently 5,159,600 Target Shares issued and outstanding, and upon closing of the Proposed Acquisition, the former shareholders of B.C. Corp are expected to hold an aggregate of 5,159,600 Common Shares. B.C. Corp. does not have any issued and outstanding convertible securities.