Snipp Acquires Loyalty Gaming Pioneer, Gambit Rewards Allows Snipp To Connect US$60B+ Market for Online Gaming & Sports Betting With US$100B in Unused Loyalty Points - Seite 3

Richard Pistilli, Gambit CEO stated: "We are thrilled to join the Snipp family and accelerate our expansion plans. Gambit's goal is to make loyalty points fun again. Instead of redeeming another free coffee card or shopping promotion with your points, why not try a free play with a chance to win cash? Our players can experience the same thrills and excitement of betting on live sporting events or other games of chance, but without wagering real money. Gambit's Loyalty Gaming platform is available in 48 states and is only accessible by free entries, which we package as gift cards and distribute through our rewards partners. Put simply, our players place wagers with their loyalty points and if they win, they can choose to collect their winnings in cash."

Terms of the Transaction

Pursuant to the Acquisition Agreement, Snipp will purchase all of the issued and outstanding common shares of Gambit from the Vendors in consideration for US$5 million of which US$0.3 million will be paid in cash and US$4.7 million will be paid in common shares of Snipp to securityholders of Gambit (the "Snipp Consideration Shares"). The Snipp Consideration Shares shall be issued at a deemed price equal to the 10-day trailing volume weighted average price of the common shares of Snipp on the TSXV prior to the date hereof.

All Snipp Consideration Shares issued in connection with the Transaction will be subject to a statutory hold period under applicable Canadian securities laws which will expire four months and one day after issuance and to contractual lock-up agreements entered into with each of the Vendors (the "Lock-Up Agreements"). Under the terms of the Lock-Up Agreements, the Snipp Consideration Shares are restricted from transfer and will be released over a twelve (12) month period and in accordance with the following schedule: (i) 33.33% of the Snipp Consideration Shares will be released on the date that is four months and one day from the date of the Closing; (ii) and the balance 66.67% of the Snipp Consideration Shares will be released in equal installments over the subsequent eight (8) months. There are no finder's fees or long-term debt associated with the completion of the Transaction. In addition, the shareholders of Gambit may also qualify for additional consideration in the form of an earnout over the next 3 years based on achieving certain revenue milestones at predefined margins.