i3 Interactive Expands International Presence, Acquires Controlling Interest in India-Based Online Poker Operation - Seite 2

Pursuant to the Transaction, the Company acquired all the issued and outstanding shares of B.C. Corp. (the “Target Shares”), and in exchange, issued, to the former shareholders of B.C. Corp., one (1) common share in the capital of the Company (each, a “Common Share”) for each Target Share held prior to the Amalgamation (the “Exchange Ratio”). An aggregate of 7,859,600 Common Shares were issued to the former shareholders of B.C. Corp. As part of the Transaction, Chris Neville, Chief Executive Officer of the Company, was appointed as the sole director and officer of the B.C. India Holding Subsidiary.

Prior to closing the Transaction, B.C. Corp. held a 99.37% ownership interest in an Indian holding entity (the “Indian Holding Entity”), with the Indian Holding Entity holding a controlling 67.47% ownership interest in the Indian Operating Entity. As a result of the Transaction, the B.C. India Holding Subsidiary now holds a 99.37% ownership interest in the Indian Holding Entity. Pursuant to a shareholders agreement entered into by the Indian Holding Entity and the minority shareholders of the Indian Operating Entity, the Indian Holding Entity is entitled to increase its ownership interest in the Indian Operating Entity up to 75% (on a pre-Reorganization basis, as defined below) on or before May 31, 2020, conditional on satisfying certain funding obligations. The Indian Holding Entity is expected to complete a capital reorganization on or before the end of calendar Q1, 2021 (the “Reorganization”). Following completion of the Reorganization, the B.C. India Holding Subsidiary’s ownership interest in the Indian Holding Entity is expected to be reduced to 86.12% (on a post-Reorganization basis), and, assuming that the Indian Holding Entity satisfies its funding obligations, the Indian Holding Entity’s ownership interest in the Indian Operating Entity is expected be reduced to 64.59% (on a post-Reorganization basis).

ABOUT I3 INTERACTIVE INC. 

The Company is in the business of developing an online and mobile gaming platform in order to provide sports fans worldwide with a unique and highly-engaging social gaming product, and sports betting and casino product offering. In an effort to break into the various emerging global markets, the Company has secured partnerships with key industry contacts, including Dan Bilzerian, an internationally renowned and widely respected social media celebrity with over 50 million social media followers.