2 ND HALF AND FULL YEAR 2018 PRESENTATION CEO Kent Staahle & CFO - - PowerPoint PPT Presentation

2 nd half and full year 2018 presentation
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2 ND HALF AND FULL YEAR 2018 PRESENTATION CEO Kent Staahle & CFO - - PowerPoint PPT Presentation

2 ND HALF AND FULL YEAR 2018 PRESENTATION CEO Kent Staahle & CFO Shawn Bezzina DISCLAIMER This presentation (the "Presentation") has been produced by River iGaming Plc (the "Company") solely for use at presentations to


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SLIDE 1

CEO Kent Staahle & CFO Shawn Bezzina

2ND HALF AND FULL YEAR 2018 PRESENTATION

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SLIDE 2

DISCLAIMER

2

This presentation (the "Presentation") has been produced by River iGaming Plc (the "Company") solely for use at presentations to potential investors and other stakeholders. By reading this Presentation or attending any meeting or oral presentation held in relation thereto, you (the "Recipient") agree to be bound by the following terms, conditions and limitations. The Presentation is for information purposes only and does not in itself constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction. Information contained in this Presentation has not been independently verified. None of the Company or any of its parent or subsidiary undertakings or affiliates, or any directors, officers, employees, advisors or representatives of any of the aforementioned (collectively the "Representatives") make any representation or warranty (express or implied) whatsoever as to the accuracy, completeness or sufficiency of any information contained herein, and nothing contained in this Presentation is or can be relied upon as a promise or representation by the Company or any of its Representatives. None of the Company or any of its Representatives shall have any liability whatsoever (in negligence or otherwise) arising directly or indirectly from the use of this Presentation or its contents, including but not limited to any liability for errors, inaccuracies, omissions or misleading statements in this Presentation. The Recipient will be required to conduct its own analysis and acknowledges and accepts that it will be solely responsible for its own assessment of the Company, the market, the market position of the Company, the Company's funding position, and the potential future performance of the Company's business and securities. The Company has not authorized any other person to provide Recipients with any other information related to the Company and the Company will not assume any responsibilityfor any information other persons may provide. An investment in the Company involves risk, and several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. This Presentation speaks as at the date set out on its front page. Neither the delivery of this Presentation nor any further discussions of the Company with the Recipient shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company assumes no obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation. The contents of this Presentation shall not be construed as financial, legal, business, investment, tax or other professional advice. The Recipient should consult its own professional advisers for any such matter and advice. This Presentation contains certain forward-looking statements relating to inter alia the business, financial performance and results of the Company and the industry in which it operates. Any forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts and are subject to risks, uncertainties and other factors that may cause actual results and events to be materially different from those expected or implied by the forward-looking statements. None of the Company or any of its Representatives provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibilityfor the future accuracy of opinions expressed in this Presentation or the actual occurrence of forecasted developments. None of the Company or any of its Representatives have taken any actions to allow the distribution of this Presentation in any jurisdiction where action would be required for such purposes. The Presentation has not been registered with,

  • r approved by, any public authority, stock exchange or regulated market. The distribution of this Presentation, as well as any subscription, purchase, sale or transfer of securities of the Company, may be restricted by law in certain

jurisdictions, and the Recipient should inform itself about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or any of its Representatives shall have any responsibility or liabilitywhatsoever (in negligence or otherwise) arising directly or indirectly from any violations of such restrictions. The Company has not authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC. In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This Presentation does not constitute an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the securities described herein will (if offered) be offered only to qualified institutional buyers ("QIBs") within the meaning of, and as defined in, Rule 144A under the Securities Act. Outside the United States, the securities described herein will (if offered) be offered in accordance with Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S). This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts.

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SLIDE 3

DICTIONARY

B2B Business to Business B2C Business to Client KYC Know your client KPI Key performance indicators River River iGaming p.l.c. Group of Companies River iGaming River iGaming p.l.c. Group of Companies GMR Gaming Realms Plc SEO Search Engine Optimisation DMP Data management platform MGA Malta Gaming Authority NDC New depositing customers GGR Gross gaming revenue (Bets less wins) NGR Net gaming revenue (GGR less bonus cost and less jackpot contribution) RC Recurring customer ROI Return on investment H1 2018 January to June 2018 H2 2018 July to December 2018

3

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SLIDE 4

HIGHLIGHTS

4

Operational

  • River iGaming awarded a Remote Gaming License by Malta Gaming Authority (MGA) in Aug 2018
  • Improving KPI’s in VegasCasino and preparation for rebranding strategy and integration of game providers and

payment solutions

  • Positive revenue development in Mediafusion combined with partnership with Adnuntius
  • Launched Casonic in Finland in Dec 2018
  • River UK Casino figures stable with pickup in revenue somewhat delayed

Transaction and financing (subsequent event)

  • Fourth acquisition announced in Feb 2019: River to acquire Bear Group, incl. the Grizzly platform, and the

remaining 30% of River UK Casino

  • Obtained financing for the transaction and all other planned investments via a convertible loan from Mercury

Group Malta

Financial

  • During the period ended 31 December 2018, the Group sustained a loss amounting to EUR 5,888,263 and had equity

amounting to EUR 11,389,191 and a working capital deficiency of EUR 6,050,268.

  • 2018 was characterised with the set up of various subsidiaries and the completion of business combinations.
  • Revenue generating operations increased following the completion of the acquisitions and will provide a

foundation for growth and sustainability throughout 2019.

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SLIDE 5

AGENDA

STRATEGY MILESTONES 2018 FINANCE THE TRANSACTION AND THE CONVERTIBLE LOAN APPENDIX

5

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SLIDE 6

6

MILESTONES 2018

Third acquisition: 70% of Gaming Realms’ B2C assets → named River UK Casino

01.01.2018

First acquisition VegasCasino January 2018

15.02.2018 06.08.2018 16.08.2018

Second acquisition: Mediafusion Listed on the MerkurMarket December 2018

26.03.18

Awarded a Remote Gaming License by Malta Gaming Authority (MGA)

01.12.2018

CASONIC launch “The Engine” Partnership with

21.02.2019

2019

H2 2018

Fourth acquisition: Bear Group, incl. the Grizzly platform, and the remaining 30% of River UK Casino, financed by a convertible loan from Mercury Group Malta

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SLIDE 7

RIGGED FOR GROWTH THROUGHOUT THE VALUE CHAIN

100% 100%

River er Game me Operat ratio ions s River er Game me Intellige elligence nce River er Game me Techn hnolo logy gy

Project t X*

7 100%

Part of the acquisition announced 21.02.19 From 70% to 100% as part of the transaction announced 21.02.19 * Note: Project X is a 50%/50% joint venture with Bridge Holdings Ltd.

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SLIDE 8

AGENDA

8

STRATEGY MILESTONES 2018 FINANCE THE TRANSACTION AND THE CONVERTIBLE LOAN APPENDIX

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SLIDE 9

RIVER IGAMING’S VALUE CHAIN FOLLOWING THE ACQUISITION

Opera erati tions

  • ns

Affilia liates tes / onli line e marke keting Game providers / content Gaming technology Payment solutions

7c

Custom stomers

River iGaming has successfully positioned itself throughout the value chain

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SLIDE 10

Testing phase in selected markets outside Europe

RIVER iGAMING B2C

10

* Note: No current operations (i.e. so far in 2019) in Sweden due to pending license application

*

Comm

  • mments
  • Vegas Casino continues its global brand

strategy:

  • Has gone from 97% of revenues from

the Norwegian market to diversified revenues from Finland, Sweden and Germany

  • Work in progress towards testing

phase in Canada and New Zealand

  • Casonic launched successfully in Finland,

ready to enter into new markets/Sweden in 2019

  • River is still in the process of obtaining a

licence in Sweden, ready to push marketing for Vegas Casino and Casonic

  • nce license is obtained
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SLIDE 11

CASONIC

  • River Game Operations (RGO) launched a new casino in the Finnish Market

called Casonic in December 2018

  • Casonic is an Instant Cashout Casino developed to meet our players'

demand for a leaner experience

  • With no registration, instant deposits and withdrawals, a super-fast

desktop and mobile interface, and introducing the innovative Slingo games for the first time in the Nordic markets, casonic.com is a great addition to the River brand portfolio

  • Casonic is hosted on the recently acquired Grizzly platform, and is available
  • n desktop and mobile.
  • Casonic accept and pay out in several different currencies, through

payments provided by Entercash (To be changed to Trustlyfollowing acquisition). Not only does this allow players to log in and play directly from their bank accounts through BankID, but it means that they will benefit from instant deposits and withdrawals.

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SLIDE 12

RIVER iGAMING B2B - MEDIAFUSION

Mediafusion

12

The «Engine» Technology output Result

Content drivers Content capabilities Content customers Big data

NEWS

Obtain customers at the lowest possible customer acquisition cost and increase retention rates. Maximising RC Personalisation Automation Gamification

AFFILIATION DOCUMENTARIES BRAND BUILDING

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SLIDE 13

AGENDA

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STRATEGY MILESTONES 2018 FINANCE THE TRANSACTION AND THE CONVERTIBLE LOAN APPENDIX

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SLIDE 14

RIVER ACQUIRES BEAR GROUP, INCL THE GRIZZLY PLATFORM, AND THE REMAINING 30% OF RIVER UK CASINO

River takes full control of River UK Casino through the acquisition of GMR’s 30% stake

01

River acquires the Grizzly gaming technology platform from GMR

02

River is fully funded through a EUR 15m convertible loan

03

Total combined purchase price of GBP 11.5m, of which 10m to be settled at closing and GBP 1.5 payable in Dec 2020

→ The transaction is a huge leap for River, becoming a true 360 iGaming company → River has secured funding for all planned investments

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SLIDE 15

GRIZZLY PLATFORM

  • Bear Group Limited is an Alderney registered real-money gambling company which owns

and operates a number of gambling products powered by its proprietary gambling platform, Grizzly

  • The Grizzly platform:
  • Holds Category 1 and Category 2 eGaming licence issued by the Alderney Gambling

Control Commission

  • Focuses on the mobile playing experience
  • The deployment pipeline allows new online casinos to be built and deployed from

scratch within weeks

  • Originally built for Social Gaming, the stack is hardware agnostic and will deploy to any

hosted or cloud environment

  • Unique bonus technology, built on self learning algorithms, targets the users with

personalised offers – minimising POC and maximising player revenue

  • KYC – enhancing manual KYC with web technologies allows the platform to streamline

the process and provide the best experience

  • Using the latest data collection and analysis tools, the GMR platform can provide the
  • perator with the best visualisation tools
  • The platform supports both SMS and card payments

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Content providers available on Grizzly

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SLIDE 16

The “Engine”

  • The acquisition of the Grizzly platform will complete and add additional B2B capabilities to the engine

and River combined offering.

  • The full control of all the brands in River UK will further strengthen Rivers ability to optimize and

capitalize the combined portfolio of brands and technology assets.

PREFERRED BUSINESS PARTNER GAMIFI

  • CATION

PERSONALI

  • SATION

CONSUMER BEHAVIOUR 16

By capturing the entire client journey, River is able to lower customer acquisition cost and increase customer value

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SLIDE 17

Engine Structure

SEO Sports

  • rtsboo
  • ok

DMP Affilia liati tion

  • n

Platfo tform rm Payment ment Gatew teway ay Gametech metech Platf tform rm Other er Verti rticals als «Engi gine» e»

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AGENDA

18

STRATEGY MILESTONES 2018 FINANCE THE TRANSACTION AND THE CONVERTIBLE LOAN APPENDIX

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SLIDE 19

RIVER GAME OPERATIONS – VEGAS CASINO

19

  • 500

1 000 1 500 2 000 2 500 3 000 3 500 Q1 Q2 Q3 Q4

Deposits (EUR 000)

  • 200

400 600 800 1 000 1 200 1 400 1 600 1 800 Q1 Q2 Q3 Q4

GGR vs NGR (EUR 000)

  • 5 000

10 000 15 000 20 000 25 000 30 000 35 000 40 000 45 000 Q1 Q2 Q3 Q4

Bets (EUR 000)

  • 1 000

2 000 3 000 4 000 5 000 6 000 Q1 Q2 Q3 Q4

NDC (#)

Comm

  • mments
  • All KPI’s related to Vegas Casino

continued to improve following acquisition of MGA license

  • Vegas Casino sees strong increase in

deposits after switching from white label agreement to MGA license on 6th

  • f August
  • NGR in Q3 was negatively affected by

large bonus campaigns Quarter 4 vs Quarter 3 Key Performance Indicators

  • Deposits +20%
  • NDC’s +16%
  • GGR +14%
  • NGR +65%

GGR NGR GGR NGR GGR NGR GGR NGR

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SLIDE 20

RIVER UK CASINO

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  • 1 000

2 000 3 000 4 000 5 000 6 000 7 000 Q1 Q2 Q3 Q4

Deposits (GBP 000)

  • 10 000

20 000 30 000 40 000 50 000 60 000 70 000 Q1 Q2 Q3 Q4

Bets (GBP 000)

  • 500

1 000 1 500 2 000 2 500 3 000 Q1 Q2 Q3 Q4

GGR vs NGR (GBP 000)

Note: River UK Casino completed the acquisition of UK brands on the 16 August 2018. Between Completion and reporting date, the Company was under joint control between River and GMR

Comm

  • mments
  • NDC was down from Q3 to Q4, but

retention rate was significantly up, leading to increased deposits from Q3 to Q4

  • Signed agreement to obtain 100%

control over the River UK brands on 21th of February 2019. We expect to see higher ROI on marketing and focus on new markets as well Quarter 4 vs Quarter 3 Key Performance Indicators

  • Deposits +7%
  • NDC’s -24%
  • GGR -8%
  • NGR -1%

Pre-acquisition Post-acquisition

GGR NGR GGR NGR GGR NGR GGR NGR

  • 2 000

4 000 6 000 8 000 10 000 12 000 Q1 Q2 Q3 Q4

NDC (#)

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SLIDE 21

MEDIAFUSION

21

50 000 100 000 150 000 200 000 250 000 300 000 350 000 400 000 Q1 Q2 Q3 Q4 2018

EUR

2018 Revenue

Com

  • mments
  • River Game Intelligence Holding completed the

acquisition of Mediafusion on the 28th of September 2018

  • Revenue and related costs for Q4 are included within

River iGaming Consolidated financial statements

  • Revenue also includes services provided to other River

Group Companies

  • Following the completion of the acquisition, the client

base was consolidated in order to continue to improve

  • n the services provided
  • New revenue streams are being developed to continue

to grow the business

  • The Company is also seeking to enter into new B2B

agreements with new potential clients

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SLIDE 22

22

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD 8 NOVEMBER 2017 TO 31 DECEMBER 2018

Comm

  • mments
  • Obtained MGA license for Vegas Casino on

6th of August2018, and acquired control

  • ver Vegas Casino on the 8th of August

2018

  • Acquired 70% of River UK on 16th of

August 2018

  • Acquired Mediafusion on 28th of

September 2018

  • Operating costs include one off costs

related to listing, acquisitions professional fees amounting to 1.42m EUR in H1 18 and 845k EUR in H2 18

River iGaming PLC

Consolidated Statement of Other Comprehesive Income as on 31 December 2018 8 Nov 2017 31 Dec 2018 (audited) H1 2018 (proforma) H2 2018 (proforma)

Eur Eur Eur

Net Revenue from iGaming Operations 1,190,642

  • 1,190,642

Revenue from Whitelable arrangements and advertising 900,496 582,966 317,530 Total Revenue 2,091,138 582,966 1,508,172 Direct Costs (579,678) (182,103) (397,575) Gross Profit 1,511,460 400,863 1,110,597 Operating Costs (3,093,623) (1,297,204) (1,662,498) Personnel Costs (1,831,679) (709,686) (1,075,561) Marketing Costs (2,179,231) (885,323) (1,293,908) Depreciation and amortization (112,726) (6,858) (105,868) Results from Operating Activities (5,705,799) (2,498,208) (3,027,238) FV Movement

  • Finance Cost

266,320 (4,177) 270,427 Share of loss of equity accounted investees, net of tax (453,768)

  • (453,768)

Loss before Taxation (5,893,247) (2,502,385) (3,210,579) Tax Expense

  • Loss for the Period

(5,893,247) (2,502,385) (3,210,579) Other comprehensive income Items that are or may be reclassified subsequently to profit or loss Foreign operations - foreign currency translation differnces 4,984 (0) 4,984 Other comprehensive income 4,984 (0) 4,984 Total comprehensive income for the period (5,888,263) (2,502,385) (3,205,595)

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SLIDE 23

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2018

23

December 2017 June 2018 December 2018 Audited Unaudited Audited EUR EUR EUR Assets Non-Current Assets Plant and equipment

  • 99,268

191,166 Intangible assets and goodwill

  • 8,243,896

Investment in joint venture

  • 10,346,075

Total Non-Current Assets

  • 99,268

18,781,137 Current Assets Trade and other receivables

  • 3,111,506

2,291,090 Cash and cash equivalents 138,342 1,087,923 2,294,666 Total Current Assets 138,342 4,199,429 4,585,756 Total Assets 138,342 4,298,697 23,366,893 Total Equity 9,608 (655,115) 11,389,191 Liabilities Non-Current Liabilities Deferred tax payable

  • 1,341,678

Total Non-Current Liabilities

  • 1,341,678

Current Liabilities Financial liabilities at fair value through profit or loss

  • 1,371,970

Deferred consideration

  • 4,441,829

Interest-bearing borrowings

  • 3,618,467

Trade and other payables 128,734 1,335,345 4,822,225 Total Current Liabilities 128,734 4,953,812 10,636,024 Total Liabilities 128,734 4,953,812 11,977,702 Total Equity and Liabilities 138,342 4,298,697 23,366,893

Comm

  • mments
  • December 2018 audited statement of

financial position includes a number

  • f accounting entries to reflect the

business combinations completed in H2 of 2018

  • Intangible assets and goodwill

include the valuation of Vegas Casino and goodwill related to the brand as well as goodwill derived from the acquisition of Mediafusion

  • Vegas Casino’s fair value was

determined using the relief from royalty method

  • River UK Casino is accounted for as a

joint venture as River Group does not yet have operational control. Pending liabilities in relation to the transaction signed in August 2018 are under Current Liabilities

  • Equity has increased following the

successful listing on the Merkur Market in March and the private placement completed in August 2018

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SLIDE 24

www.rive riverigam rigaming ing.c .com/ m/inve nvest stor-relat elation ions

Financial calendar

  • Annual General Meeting: May 2019
  • Reporting 2H 2019 September
  • Investor Event: September

24

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SLIDE 25

AGENDA

25

STRATEGY MILESTONES 2018 FINANCE THE TRANSACTION AND THE CONVERTIBLE LOAN APPENDIX

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SLIDE 26

TRANSACTION DETAILS (SUBSEQUENT EVENT)

  • River iGaming P.l.c ("River" or the "Company") acquires the remaining 30% of River UK Casino Limited ("River UK") plus the B2B platform business of Gaming

Realms P.l.c. ("GMR") (the "Grizzly Platform") and the outstanding share capital in Bear Group Limited ("Bear Group") from GMR and settles all remaining delayed payments and earn-outs for a total consideration of GBP 11.5 million (the "Transaction").

  • a total payment of GBP 7.0 million under the terms of the Share Purchase Agreement entered into today in relation to the Transaction pursuant to which the

Company shall acquire both the entire issued share capital of Bear Group. Of such total payment, GBP 5.5 million is payable on completion and GBP 1.5 million is payable without set-off on or before 31 December 2020;

  • a payment of GBP 4,497,000 million in respect of the sole perpetual licence of the Grizzly Platform;
  • GBP 3,000 in respect of the 30% stake in River UK.
  • The agreements for the Transaction and the convertible loan (as further described below) require approval from the shareholders in River. Notice to the

extraordinary general meeting expected to be held on or about 22 March 2019 will be announced separately, and within 27 February 2019.

  • Klein Invest AS, Middelborg Invest AS and Tigerstaden AS have provided an undertaking to procure that their voting rights to be voted in favour of the Transaction

and the convertible loan, Completion of the Transaction is inter alia subject to the following conditions: 1) GMR and River shareholder approval; 2) the entering into

  • f a deed of termination with respect to the former agreements entered into between River (and companies controlled by it) and GMR (and companies controlled

by it); 3) final approval of change of control applications with respect to the shares in Bear Group from the UK Gambling Commissions and the Alderney Gambling Commissions; and 4) third party consents.

  • It is expected that the Transaction will be completed in Q2 2019.

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SLIDE 27

CONVERTIBLE LOAN DETAILS (SUBSEQUENT EVENT)

River has entered into a EUR 15,000,000 convertible loan agreement Spinola Ventures Ltd (C31211) (the "Lender") a wholly owned subsidiary of Mercury p.l.c. (C27497) (the "Guarantor") (the "Loan") on the terms set out below. The Lender's financial obligations and liabilities under the loan agreement are guaranteed by the Guarantor. The Loan is subject to customary closing conditions, including EGM approval and completion of the transactions with GMR. The following main terms apply to The Loan:

  • The Loan is subject to a 8% interest rate p.a.
  • EUR 3,000,000 of the Loan shall be disbursed to the Company as soon as possible after the shareholder approval and the remaining amount of EUR

12,000,000 shall be distributed to the Company as soon as possible after fulfilment of all conditions precedent,

  • The convertible loan agreement may be terminated by either party at any time after 30 April 2019 if the first EUR 3,000,000 of the Loan has not been disbursed.
  • The Lender may once, and for a minimum amount of EUR 3,000,000, at any time during the conversion period (beginning on the date of the agreement and

ending on the date falling 18 months after the date of the last loan drawdown, the "Conversion Period") convert the Loan into in the Company. The fixed conversion price is NOK 21 equal to EUR 2.12 based on a fixed exchange, which will give the Lender a 27.367% holding in the Company.

  • The agreement include certain tag-along rights if Klein Group AS, Tigerstaden AS and Middelborg AS sells above 10% of their current shareholding.
  • The Company may at any time after the Conversion Period repay the Loan, plus a repayment fee on market terms.
  • Interest is due for payment quarterly from 1 January 2020 onwards. Interest due for the period between drawdown and 31 December 2019 will be settled at the

end of the period. The Loan shall constitute senior debt obligations of the Company.

  • The loan agreement includes customary event of default provisions, including change of control. The agreement also include restrictive covenants on asset

sales, equity issues, and new debt.

  • If minimum EUR 10m of the Loan is converted, the Lender shall be entitled to appoint the chairman and one additional director to the Rivers board of directors.

If less than EUR 10m of the Loan is converted, the Lender shall be entitled to one director to the Company's board of directors.

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SLIDE 28

ABOUT RIVER UK CASINO

28

Brief ef introd

  • duct

uction

  • River UK Casino features well-recognized UK casino brands*

including Pocket Fruity, Britain’s Got Talent (“BGT”), Spin Genie and X Factor Games (“X Factor”)

  • River UK Casino was established by selling the vast majority of

the B2C online casino business of the UK-based company Gaming Realms P.l.c. into a new Maltese company which was named River UK Casino Ltd and owned by River iGaming P.l.c

  • Annual ARPU growth of 20% 2015-2017
  • More than 80% of 2017 revenue generated on mobile devices, a

key growth driver within the sector

  • Young player base: Approx. 60

60% of 2017 FTD’s under 35

  • Proven management team, strong ROI track record
  • More than 50% female players

Sele lected ted brands ds

Four brands offering online and mobile casino games. The brands are individually positioned to appeal to different player demographics:

  • Spin

n Genie ie: Strategy to appeal to a younger Facebook audience and convert players via compelling offers

  • Pocket Fruit

ity: More mature affiliate focus and benefits from Pay-Per-Click advertising and a loyal player base

  • X Factor and BGT:

T:The two sites work in tandem –with the promotion of BGT in H1 and X Factor in H2 in line with TV

  • scheduling. The traditional media mix has been TV and Digital

Spin Genie 33 %

Pocket Fruity 21 %

X Factor 22 % BGT 24 %

NGR 2017

*Britain'sGot Talent and X Factor Games are brands licenced by the Seller Group from third parties. Target Business will acquire the right to promote and market such brands.

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SLIDE 29

SELECTION OF BRANDS IN RIVER UK CASINO

29

  • Launched in September 2016 to fit with the TV show’s audience

demographics, leveraging one of the biggest shows on ITV(an average of 6 million viewers per episode in 2017)

  • Aimed at a younger, mobile, casual gambling market in the UK
  • Pays 20% of net profit per month after all costs (including

marketing) to Fremantle Media (owner of X Factor brand)

  • Brand owned by Freemantle Media and licencedto the sellers

until own licence is obtained. Seller will subcontract marketing rights to River UK Casino

  • Launched in April 2016 to fit with the TV show’s audience

demographics, leveraging one of the biggest shows on ITV (an average of 8.2 million viewers per episode in 2017).

  • Aimed at older, mobile, casual gambling market in the UK
  • Pays 20% of net profit per month after all costs (including

marketing) to Fremantle Media (owner of BGT brand)

  • Brand owned by Freemantle Media and licencedto the sellers

until own licence is obtained. Seller will subcontract marketing rights to River UK Casino

  • Spin Genie was launched in October 2014 as the first site on

GMRs’ platform Grizzly

  • Spin Genie offers a wide selection of different casino games

as well as card and table games

  • Aimed at young mobile casual gambling market in the UK

Pocket cket Fruity ty

  • Pocket Fruity was launched in May 2012
  • Acquired by GMR in July 2013 and aimed at an older, pub fruit

machine audience

  • Benefits from Pay-Per-Click advertising and a loyal player

base

X Factor r Games mes Spin Gen enie Britain’s Got Talent