Royal Wins Corporation Announces Completion of Offer to Acquire Shares of Royal Wins Pty Ltd.

Toronto, Ontario–(Newsfile Corp. – April 1, 2021) –  Royal Wins Corporation. (“Royal Wins Corp.” or the “Company“) is pleased to announce that it has acquired 142,085,336 ordinary shares of Royal Wins PTY Ltd. (“Royal Wins PTY”) under the terms of its previously announced take-over offer (See press release dated March 1, 2021). This represents 94.07% of the total issued and outstanding shares of Royal Wins PTY and as such, the Company will commence the process of compulsory acquisition in Australia which, on completion, will result in Royal Wins PTY being a wholly owned subsidiary of Royal Wins Corporation.

On March 1, 2021, Royal Wins Corp. (then 10557510 Canada Corp.) formally lodged an offer to acquire all issued and outstanding shares of Royal Wins PTY (the “Offer“). The Company filed its Bidder’s Statement detailing the terms of the offer with the Australian Securities and Investments Commission (“ASIC“) and subsequently mailed the required documentation to all shareholders of Royal Wins PTY on February 26, 2021.

Royal Wins Corp. announced on March 29, 2021 that it has removed all conditions of the Offer, making it wholly unconditional. Royal Wins PTY shareholders had until April 1, 2021 at 7:00 pm (Sydney Time) respond to the offer and at this time 94.1% of shares have been tendered to, and acquired by, the Company. The Company plans to file the requisite Notice of Compulsory Acquisition with ASIC in the coming days and will mail the Notice to all remaining shareholders of Royal Wins PTY.

On the closing of the Offer, the Company issued 71,042,650 common shares to the former shareholders of Royal Wins PTY who tendered to the Offer and has reserved a further 4,474,761 common shares to be issued following the compulsory acquisition of remaining Royal Wins PTY shares.

Key Acquisition Details

Under the terms of the Offer, Royal Wins Corp. will acquire up to 100% of the issued and outstanding shares of Royal Wins PTY for consideration of up to 75,517,445 Common Shares of the Company (the “Share Consideration”) valuing Royal Wins PTY at $22.6-million (AUD 23-million) on the basis of one-half of one common share of Royal Wins Corp. for each ordinary share of Royal Wins PTY outstanding.

As part of the acquisition agreement, Royal Wins Corp. has agreed to increase the Company’s board to five members (from the current four members). Further, two of the Company’s current Directors have agreed to step down in favour of three Royal Wins PTY Directors, Messrs. Jean-Claude Petter, Robert Fong and Peter Gan.

Royal Wins PTY Highlights:

Royal Wins PTY is an innovative digital games studio pioneering skill game wagering and betting on mobile casual games. Established in 2014, Royal Wins PTY designs, develops and operates real money wagering skill games, to disrupt and dominate the online gaming space such that all players of legal age can play and win life-changing jackpots and prizes on their skill instead of only on chance and odds.

Royal Wins PTY developed advanced gaming platforms, wagering algorithms and proprietary intellectual properties to champion the creation of real money games of skill – significantly in the areas of dynamically maintaining the Return to Player (RTP), difficulty balancing, global and progressive jackpots in skill wagering games.

Royal Wins PTY has released a suite of pure skill mobile games on Android and iOS mobile/tablet platforms via their skill gaming app, the Kash Karnival and operates under license of the Kahnawake Gaming Commission of Canada.

Royal Wins PTY founders and the management team are gaming veterans, thought leaders and industry leading developers. They bring an operational expertise rarely found in the upstart public markets and together with their Directors and Advisors, Royal Wins PTY is equipped for strong business growth in online gaming and eSports.

Royal Wins PTY Key Drivers:

• Royal Wins PTY is the first licensed real money pure skill gaming
• License allows Royal Wins PTY to legally operate in over 140 countries
• Gaming portfolio over 36 games with two (2) new games released per quarter
• Proprietary AI technology built by Royal Wins PTY.
• 1.6 million global subscribers and growing
• Pro-forma Revenues of CAD$10.4 million during fiscal year 2021/22

Royal Wins PTY Management:

Peter Gan, President & Chief Executive Officer, Director: Mr. Gan holds an Engineering degree (Hons) and Master of Business Administration from the University of New South Wales, Australia. He is registered to provide financial advice and deal in securities (RG 146 and RG 105) and is currently reading Law at the University of Sydney, Australia. He has held Senior Executive roles over the last 15 years in publicly listed companies (ASX, AIM, PLUS), private and institutional fund companies. Mr. Gan has expansive experience leading small to medium sized companies in multiple industries including online gaming, energy markets, technology start-ups and financial services. His experience comprehensively straddles the capital markets and corporate management.

Robert Fong, Chief Operating Officer and Director: Mr. Fong holds degrees in Architecture (Bachelor and Masters) Hons) from the University of New South Wales, Australia. He has lectured extensively on the subject and was named one of Australia’s top 40 architects under 40 in 2006. His technology career has been decorated with senior management success including positions held with Frankfurt based E-Gal and E-Dynamics Group based in Switzerland. Mr. Fong founded and oversaw Morf Media, which was selected as one of 3 start-ups from Australia backed by Price Waterhouse Coopers to attend the Global Technology Conference in Palo Alto in 2012.

Lukie Ali Chief Technology Officer: With a background in advanced systems and software engineering, Mr. Ali is an expert coder in advanced technology systems, artificial intelligence, language technologies, server development and security systems. Together with Mr. Fong, he developed small footprint, high-fidelity game engine technology allowing vast 3D worlds and games to be streamed efficiently to web, desktop and mobile devices. Mr. Ali was also on the management team of Morf Dynamics, leading technical teams in building out the entire framework for the company’s virtual worlds and corporate training platforms. He started his career as an entrepreneur, founding a successful computer retail chain with stores across Sydney, Australia, which imported and distributed computer hardware and equipment from China and Indonesia.

Jean-Claude Petter, Director: Mr. Petter is the retired MD of Ferrier Lullin Private Bank & Trust which became Julius Baer Group AG. Julius Baer Group AG is a small to medium sized generalist private banking corporation founded and based in Switzerland. Established as a traditional private bank, it provides investment management, real estate financing, wealth management, and select offerings in sales and trading based on an open and managed architecture. Located in 28 countries, Julius Baer employs a staff of over 6,700 worldwide. Mr. Petter serves as the Vatican’s Ambassador to the United Arabs Emirates and has been in negotiations to establish and represent certain entities in the region.

For more information please contact:

Royal Wins Corporation
Nicholas Konkin
Communications Director
Phone: 1 416 642 1807, ext 312
E-mail: ir@royalwins.com

Forward Looking Statements

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company’s filings with Canadian securities regulators. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward-looking statements.

Forward-looking statements may include, without limitation, statements regarding the Company’s unaudited financial results and projected growth.

Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are subject to inconsistent legislation and regulation; change in laws; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and recreational-use marijuana industry and; regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. 1055710 Canada Corp. disclaims any intention or obligation to update or revise such information, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.

No securities regulator or exchange has reviewed, approved, disapproved, or accepts responsibility for the content of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/79239