Allows Snipp to connect US$60B+ market for online gaming & sports betting with US$100B in unused loyalty points
February 22, 2022, VANCOUVER, BC, CANADA - Snipp Interactive Inc. ("Snipp" or the “Company”) (TSX-V: SPN; OTCPK: SNIPF), a Platform-as-a-Service (PaaS) company in the global loyalty and promotions sector, is pleased to announce the completion (the “Closing”) of its acquisition of Gambit Digital Promotions Inc. (including its wholly-owned subsidiary, Gambit Rewards Inc.) (“Gambit” - www.gambitrewards.com)., (the “Transaction”),. As previously announced on January 11, 2022 the Company entered into a binding acquisition agreement (the “Acquisition Agreement”) with Gambit, and each shareholder of Gambit (the “Vendors”).
Gambit is a regulator-approved consumer network that integrates loyalty programs with online gaming & sports betting in America. Gambit operates a proprietary and patent-pending platform for turning loyalty points into free-to-play tokens (“Loyalty Gaming”), which can then be used to participate in various online gaming and live sports betting opportunities. The platform also provides leading brands across the United States with a unique solution to unlocking the US$100B value in unused loyalty points, which can then be used to participate in various online gaming and live sports betting opportunities while simultaneously offering a new way to engage with the high growth vertical of online gaming and sports betting. Launched in 2019 as a solution for gamifying rewards programs, Gambit players can use various loyalty points to play for actual cash winnings, cryptocurrencies, charity contributions or other prizes, without risking any real money. Gambit enables players to convert their accumulated points in their existing rewards programs to Gambit Play Tokens, which can then be used to participate in online gaming and live sports betting opportunities, and to spend their Gambit winnings on a variety of growing incentives. All activity is centralized at www.gambitrewards.com, creating a single hub for Loyalty Gaming across the entire rewards landscape. Gambit’s early investors include well-known gaming executives and entrepreneurs, Matt Davey and David VanEgmond.
According to Grandview Research, the global online gambling market is forecasted to reach US$112.1B in 2025, up from US$64.1B in 2020. This rapid growth is being driven in part by the rising popularity of digital sports betting in the United States, which began in 2018 after the Supreme Court struck down a federal ban. Sports betting is now live in 23 states and the District of Columbia, including New York, where mobile sports wagering officially began on January 8 of this year. According to Goldman Sachs, the US online sports betting industry could reach US$39B by 2033. Media companies – from Fox to Sports Illustrated – have already cut deals with sports betting companies, as has every major sports league – from the NFL to the PGA. Even major household brands, such as Disney have announced aggressive expansion into the industry given the unprecedented wave of support amongst its fans.
Terms of the Transaction
Pursuant to the Acquisition Agreement, upon Closing, Snipp has purchased all of the issued and outstanding common shares of Gambit Digital Promotions Inc. from the Vendors in consideration for US$5 million of which US$0.3 million has been paid in cash and US$4.7 million has been paid with 20,524,925 common shares of Snipp to the Vendors (the “Snipp Consideration Shares”). The Snipp Consideration Shares were issued at a deemed price of C$0.2903 being the 10-day trailing volume weighted average price of the common shares of Snipp on the TSX Venture Exchange (the “TSXV”) prior to the date of announcement on January 11, 2022.
All Snipp Consideration Shares issued in connection with the Transaction are subject to a statutory hold period under applicable Canadian securities laws which will expire four months and one day after issuance and further 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; and (ii) 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 Vendors may also qualify for additional consideration in the form of an earn-out over the next 3 years based on achieving certain revenue milestones at predefined margins, which earn-out can, at the sole discretion of the Company be paid out in cash or in common shares of Snipp priced at the 90-day trailing volume weighted average price of the common shares of Snipp on the TSXV prior to the last day of the applicable earn-out year.
Atul Sabharwal, Founder and CEO of Snipp stated:
“Since announcing the proposed acquisition of Gambit, a trailblazer in the Loyalty Gaming sector, we have received a flurry of interest from leading players in the iGaming and Sports Betting industry in America. As previously announced, one of the strategic rationales of this acquisition was the opportunity to license our SnippCARE (Customer Acquisition, Retention and Engagement) Platform to an entirely new industry - the iGaming and online sports betting industry, but also to the related traditional casino-entertainment vertical. We are excited by the depth and quality of some of the conversations that we are now having with some of the leading players in these industries. These were largely the result of our acquisition of Gambit and we are confident we will see resulting near term revenue opportunities for our SnippCARE Platform as a result. In addition, we have also already completed a base integration with Gambit’s Loyalty Gaming Platform and have commenced offering Gambit Token Gift Cards as an integral part of the SnippREWARDS module thereby providing our existing clients with access to a truly unique reward-experience that taps into the online gaming & sports betting super trend. We are now the exclusive avenue through which our roster of Fortune 500 clients (and other permitted resellers) can incentivize their customers with gift cards to engage in iGaming and sports betting on the Gambit Loyalty Gaming platform. Since announcing the acquisition Gambit has also gained further distribution into new resellers and we look forward to sharing the completion of the integrations with these new resellers in the coming months as they bring the Gambit card online within their networks.”
Richard Pistilli, Gambit CEO stated:
“We have witnessed a very positive response from the market since joining the Snipp family. In January, we launched a first-of-its-kind joint promotion with a leading gaming operator across live sports bars during the Superbowl. We are also now working with several of the largest digital gift card networks, as well as our first major partner in the consumer survey and incentives space. We expect to add dozens of new rewards programs to our platform over the coming months as we leverage the Snipp network and expertise to accelerate our go-to-market strategy.”
Snipp Interactive Inc (TSX-V: SPN; OTCPK: SNIPF) is a Platform-as-a-Service (PaaS) company in the global loyalty and promotions sector. Snipp’s proprietary and modular SnippCARE (Customer Acquisition, Retention & Engagement) Platform allows its marquee list of Fortune 1000 Clients and world-class agencies and partners to use various modules of the Platform to run long-term and short-term programs and promotions, while continually generating and capturing unique zero party data that is invaluable in providing insights to drive sales. SnippCHECK, the Platform’s Receipt Processing Module has established itself as the clear industry leader and standard by powering a large majority of all receipt-based promotions in North America. SnippLOYALTY, the Platform’s full scale modular loyalty engine allows clients the flexibility of deploying any/all aspects of a standard loyalty program on a case-by-case basis. SnippREWARDS, the Platform’s modular catalogue of digital and physical rewards provides Clients with global and easily deployable access to an extensive catalogue of digital and physical rewards. SnippWIN, the Platform’s gaming module solves for the implementation and compliance difficulties of offering games of chance and skill on a global basis and allows for the global deployment and administration of legally compliant games of chance and skill. For more information, visit the Company’s website at www.snipp.com.
Snipp is headquartered in Toronto, Canada with offices across the United States, Canada, Ireland, Europe, and India. The company is publicly listed on the Toronto Stock Venture Exchange (TSX-V) in Canada and is also quoted on the OTC Pink marketplace under the symbol SNIPF.
Gambit is a regulator-approved consumer network that integrates loyalty programs with online gaming & sports betting in America. Gambit’s platform enables consumers to convert unused loyalty points from across rewards programs into digital play tokens, which can then be used to collect real cash rewards or other prizes from free-to-play games. For more information, visit Gambit’s website at www.gambitrewards.com.
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This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as changes in demand for and prices for the products of the company or the materials required to produce those products, labour relations problems, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. The reader is cautioned not to put undue reliance on such forward-looking statements.
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