Kings Entertainment shareholders overwhelmingly approve reverse takeover transaction, which includes acquisition of parent company of sports betting and casino operator Bet99 and approval of all other matters at the 2022 Annual General and Special Meeting of Shareholders


VANCOUVER, BC, October 25, 2022 /CNW/ – Kings Entertainment Group Inc. (“King’s entertainment” or the “company“) (CSE: JKPT) (OTC: JKPTF) announces that at its annual general and special meeting (the “To meet“) of the shareholders of the Company (the “shareholders“) held October 25, 2022shareholders voted in favor of all transactions, including the previously announced proposed business combination (the “business combination“) with Sports Venture Holdings Inc. (“SVH’), the parent company of the market-leading Bet99 brand.

Kings Entertainment Group Inc. (CNW Group/Kings Entertainment Group Inc.) Logo

Kings Entertainment Group Inc. (CNW Group/Kings Entertainment Group Inc.) Logo

“The near unanimous approval of our shareholders at the meeting demonstrates our shareholders’ continued confidence and support for management and our business strategy. The approvals received today mark an important step in the completion of our previously announced business combination. we intend to proceed with a financing to ensure that Interactive Entertainment Group, the combined company, is well funded and hope to close the business combination shortly after the financing,” said Steve BudinCEO of King’s Entertainment.

Results of the meeting

In addition to approving the business combination, shareholders have also approved the following resolutions, as detailed in management’s information circular filed on SEDAR September 26, 2022:

  • to reappoint Baker Tilly WM LLP as the company’s auditor for the following year and to authorize the directors of the company to determine their remuneration;

  • fixing the number of directors of the company at six (6);

  • Select Steven Budin, Kelvin Lee, Robin Godfrey, Larissa Hetmanczuk, Joseph Krutel and Anton Zelen as directors of the Company until the closing of the business combination;

  • Select Jared Beber, Robin Godfrey, David Danziger, Kevin Kirby, Cori Levi and Hélène F. Fortin as directors of the Company after the closing of the business combination; and

  • Ratification and approval of the Company’s rolling stock option plan and the prior grant of 3,265,650 stock options to purchase common shares of the Company granted under it.

entry update

The Company continues to complete the listing statement required in connection with the Business Combination pursuant to Canadian Securities Exchange (the “CSE“) to qualify for the listing on the CSE of the common stock of the company that will be created by the business combination (the “Resulting Issuer“). There is no assurance that the CSE will provide final approval to list the Resulting Issuer’s common stock on the CSE. Final approval by the CSE remains contingent on the Company’s complying with all of the requirements of the CSE.

About Kings Entertainment

Founded in 2005, Kings Entertainment is an international online lottery, casino and sports betting gaming service provider and the parent company of global online gaming innovators LottoKings and WinTrillions. These brands leverage their ability to attract high potential players through reputable lottery offerings and then lock players into a range of casino and sportsbook offerings. LottoKings and WinTrillions have attracted and retained millions of player signups since their inception.

Disclaimer and Cautionary Statement Regarding Forward-Looking Information.

Certain statements in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “may,” “intend,” “expect,” “believe,” “will,” “forecast,” “estimate,” and similar expressions and statements regarding matters that are not historical facts is intended its identifies forward-looking information and is based on the Company’s current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Specifically, this press release contains forward-looking information relating to, among other things, the completion of the business combination (including its timing), the expected composition of the Resulting Issuer’s board of directors, the timing, structure and size of any such financing, and the listing of the common stock of the resulting issuer on the CSE. Typically, various assumptions or factors are used to reach conclusions or to make projections or projections that are contained in forward-looking information. These assumptions and factors are based on information currently available to the company. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the business combination will occur or that, if the business combination is completed, the composition of the board of directors of the Resulting Issuer will be as described above or that the common stock of the Resulting Issuers will be admitted to listing on the CSE.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Such statements and information are based on numerous assumptions about current and future business strategies and the future environment in which the company will operate, including anticipated costs and the ability to achieve its objectives. Trading in the Company’s securities should be considered highly speculative.

Factors that could cause actual results to differ materially from those in the forward-looking statements include a failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes of laws and regulations, failure of counterparties to perform their contractual obligations, litigation, loss of key directors, employees, consultants or advisers and fees charged by service providers. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurances that the business combination will occur or that, if the business combination occurs, that the board of directors of the Resulting Issuer be composed as described above; or that the common stock of the Resulting Issuer be admitted to listing on the CSE. The Company assumes no responsibility to update or revise any forward-looking information to reflect new events or circumstances, except as required by law. Readers should not place undue reliance on the Company’s forward-looking statements. Neither the CSE nor its regulatory service provider accepts responsibility for the adequacy or accuracy of this press release.

The forward-looking information contained in this press release is made as of the date of this release and neither the Company nor SVH undertakes any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws . Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities, and neither this announcement nor anything contained herein will form the basis of any contract or obligation. In particular, this announcement constitutes neither an offer to sell nor a solicitation of an offer to buy securities The United Statesor in any other jurisdiction where such an offer would be illegal.

The securities referred to herein have not been and will not be registered under the Securities Act 1933, as amended (the “Securities Act“) or under the securities laws of any state or other jurisdiction of The United States and may not be offered or sold, directly or indirectly, within The United Statesunless the securities have been registered under the Securities Act or there is an exemption from the registration requirements of the Securities Act.

Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the business combination, any information released or received relating to the business combination may not be accurate or complete and should not be relied upon.

SOURCE Kings Entertainment Group Inc.



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