Investor presentation in relation to acquisition of 70% of Gaming - - PowerPoint PPT Presentation

June 2018

Investor presentation in relation to acquisition of 70% of Gaming Realms’ B2C business and the e EUR R 15m m Private ate Placem ement ent

Disclaimer

This presentation (the "Presentation") has been produced by River iGaming Plc (the "Company", and together with its consolidated subsidiaries, the "Group") solely for use at presentations to potential investors and other stakeholders in connection with a contemplated offering of new shares through a private placement (the "Private Placement"). Carnegie AS is acting as manager (the "Manager") in connection with the Private Placement. 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

• r a solicitation of an offer to buy any securities of the Company in any jurisdiction. This Presentation is strictly confidential and is being submitted to selected recipients only and has not been prepared with a view to public disclosure under applicable

securities laws or otherwise. It may not be reproduced (in whole or in part), distributedor transmitted to any other person without the prior writtenconsent of the Company or the Manager. The Manager has not independently verified any of the information contained herein through due diligence procedures or other investigations. A financial and legal due diligence of the Target Business have been carried by the Company's advisors as further described in the Application Agreement. None of the Company, the Manager or any of their respective 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, the Manager or any of their Representatives. None of the Company, the Manager or any of their 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. Neither the Company nor the Manager has authorized any other person to provide Recipients with any other information related to the Company and neither the Company nor the Manager will assume any responsibility for 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

• ne 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. Please refer to slides [X] for a non-exhaustive description of certain risk factors associated with the Group and its securities. This document does not disclose all the risksand other significant issues related to an investment in the Group and potential investors should ensure that they fullyunderstand the terms of the Private Placement and any applicable risks. 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 or the Manager 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. Neither the Company nor the Manager assume any 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 itsown 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, the Manager or any of their Representatives provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of opinions expressed in this Presentation or the actual occurrence of forecasted developments. None of the Company, the Manager or any of their 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, or 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, the Manager or any of their Representatives shall have any responsibility or liability whatsoever (in negligence or otherwise) arising directly or indirectly from any violations of such restrictions. Neither the Company nor the Manager has 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

• f 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 willbe 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 thisPresentation is subject to the exclusive jurisdiction of Norwegian courts.

2

Summary

3

The acqui quisiti tion

• n
• River iGaming signed an asset purchase agreement to acquire 70% of a

carve out containing the vast majority of the B2C online casino business (the “Target Business”) from the UK-based company Gaming Realms P.l.c.

• The Target Business features well-recognized UK casino brands* including

Pocket Fruity, Britain’s Got Talent Spin Genie and X Factor Games

• The acquisition will give River iGaming a complementary game offer,

expertise and knowledge in one of the world's largest gaming markets

• The acquisition will create significant synergies with the Company’s existing

business

• In 2017, the Target Business had net gaming revenue of GBP 13.9 million and

EBITDA of GBP 4.7 million in total for the acquired brands

• The purchase price will be based on a pricing multiple of 5.5x EBIT
• The acquisition of the 70% stake will be settled through cash with an upfront

payment of GBP 4.2m at closing, additional GBP 4.2m by 31 August 2019 and an earn-out payment based on 5.5x EBIT (adjusted for any acquisition effects) capped to GBP 14.7m

• The Target Business will be owned by River UK Casino Ltd., a company to be

held by River and Gaming Realms on a 70% / 30% basis.

The private te placeme lacement

• River iGaming launches a private placement of up to the NOK-equivalent of

EUR 15m through an accelerated bookbuilding process (the “Private Placement”) in order to secure initial funding for the acquisition and for general corporate purposes, including funding strategic growth initiatives within the Company’s business

• Current shareholders Klein Invest AS, Middelborg Invest AS and

Tigerstaden AS have pre-committed to subscribe for EUR 5m in aggregate and will be allocated a minimum of EUR 5m in the Private Placement on a pro rata basis. In addition, Kent Staahle (CEO of River iGaming) will subscribe for NOK 1 million in the Private Placement

• The Company has also received significant indications of interest from

existing and new investors

• The bookbuilding period for the Private Placement is expected to occur after

close of markets on Wednesday 27 June 2018 and closes 28 June 2018 at 08:00 CET

• The Manager may, however, at any time resolve to close or extend the

bookbuilding period at its sole discretion and on short notice

• The minimum subscription in the Private Placement has been set to the

number of shares that equals an aggregate purchase price of the NOK equivalent of EUR 100,000

*Britain's Got 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.

Acquisition rationale

4

Increas reased ed global al footprin rint with a UK presence – establishing River iGaming as a large ge Pan-Europ ropean an iGaming aming company any Access to new well-es establis lished hed brand nds which are individually positioned to appeal to different player demographics - the brands provide powerful marketing capabilities including best in class mobile ile product for r all brand

• nds. More than 80% of the Target Business’

2017 revenues generated on mobile devices Access to a uniqu que e and large ge customer er base with 50/ 50 female and male players, as well as

• approx. 60% of 2017 FTD’s under 35. River to further levera

erage ge its Game e Intell elligenc igence e and Affilia iliate e unit it,as well as tech initiatives on a much larger customer base Signif nific icant ant synerg rgies ies with h the e existin ing g business through the potential to expand existing brands into the UK and the acquired brands into the rest of Europe Significant cash flow addit itio ion n to portfolio– will also broad aden en the financing ancing altern ernat ative ives for future acquisitions

5

✓ Potent entia ial l to expand and Vegas as Casino ino into the e UK and the acquired ired brand nds into the rest of Europ rope ✓ Long-term erm ambit itio ion n to expand nd globally lly to mark rket ets outsid ide e Europ rope

River iGaming to become a global NOK billion iGaming company

River iGaming’s value chain following the acquisition Game providers / content Online casinos Affiliates /

• nline

marketing Customers Gaming technology Payment solutions

“Grizzly”

Agenda

6

Introduction to Target Business and acquisition details About River iGaming Investment highlights Appendix

About the Target Business

7

Brief f introd

• duc

uction

• The Target Business features well-recognized UK casino

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

• Target Business to be established by selling the vast majority
• f the current B2C online casino business of the UK-based

company Gaming Realms P.l.c. into a new Maltese company to be named River UK Casino Ltd.

• In 2017, the Target Business had net gaming revenue of GBP

13.9 million and EBITDA of GBP 4.7 million in total for the acquired brands

• 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

Selecte ected brands

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

ket 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 promoteand market such brands.

Selection of brands in the Target Business

8

• 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 licenced to 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 licenced to 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

Pock cket t 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 Game

mes Spin Genie Britain’s Got Talent

Key financials

9

• NGR has grown from GBP 11 million in 2015 to GBP 14 million

in 2017 despite a decrease in marketing spend from GBP 6 million in 2015 to GBP 4 million in 2017

• Opportunity to drive growth with modest increase in

marketing spend Outlook

• k:
• Reduced marketing spend in 1H 2018 (by the seller) softens

the outlook for 2018 compared to 2017

• With increased marketing spend from 2019 and onwards,

NGR is expected to show healthy growth, driving significant EBITDA growth

• Key actions to reach financial target and growth going

forward includes:

• Improving brand awareness through increased

advertising

• Strengthen existing customer base through cross

promotion

• Licensing new entertainment concepts
• Internationalisation in regulated market
• Other operational initiatives
• 2.00

1.00 4.00 7.00 10.00 13.00 2015PF 2016PF 2017PF NGR EBITDA

Target Business (100%) (GBPm) 2015PF 2016PF 2017PF Q1 2017 Q1 2018 GGR 18.2 21.6 17.6 4.0 2.5 NGR 10.7 15.3 13.9 3.1 2.2 Marketing 6.3 4.8 3.5 0.8 0.3 Other costs 5.2 6.8 5.7 1.3 0.9 EBITDA

• 0.8

3.7 4.7 1.0 1.0 EBITDA % neg. 17 % 27 % 25% 40% Marketing / NGR 59 % 31 % 25 % 26% 14% Other expenses / NGR 49% 45 % 41 % 42% 41%

Source: The unaudited trading and profit and loss account of Bear Group in relation to the Business for each of the respective Accounts Reference Periods

Key acquisition terms

10

The consid iderat eratio ion n to acqu quire ire 70% of the e Target get Busines iness:

• The purchase price will be based on a pricing multiple of 5.5x

EBIT *

• The acquisition of the 70% of the Target Business will be paid by

cash in a three-stage process:

• Initial cash consideration of GBP 4.2m to be paid at closing
• Additional GBP 4.2m to be paid no later than 31 August 2019
• An earn-out payment equivalent to 70% of 5.5x EBIT * for

the 12-month period ending 30 June 2019, minus the GBP 8.4m initial cash consideration, payable no later than 30 September 2019

• The earn-out payment is capped to a maximum of GBP

14.7m

The put/call all to acquire ire the remai ainin ning g 30% of the Targ rget et Busines iness:

• River iGaming will be granted a call option to acquire the

remaining 30% in the Target Business based on an enterprise value of 5.5x 12-month EBIT* to 30 June 2020

• Gaming Realms will be granted a put option to sell the

remaining 30% in the Target Business to River iGaming at 5.5x 12-month EBIT* to 30 June 2020

• If River iGaming fails to pay, Gaming Realms ownership

stake will be increased to 50% in the Target Business Otherterms ms

• The Target Business consists of customer data (subject to

applicable law), as well as goodwill, trademarks, domain names, intellectual property and website materials to the Brands (to the extent owned by the seller group)

• BGT and X-Factor are trademarks owned by Fremantle Media

and exclusively sub-licenced in the UK to the sellers group, and such right shall be novated to River UK upon licencing (as described below)

• As part of the transaction, River UK and Bear Group Limited

("Bear Group"), a subsidiary of Gaming Realms, will also enter into a white label agreement under which it is agreed that Bear Group shall host, operate and maintain the gaming sites containing the Target Business, and River UK shall market and promote such gaming sites

• It has further been agreed that River Casino UK limited, or an

affiliate, shall use all reasonable endeavours to obtain by 2020 all necessary licenses and approvals to operate the sites, after which the parties shall enter into a platform agreement

• The ambitions of River UK Casino is to acquire their own UK

license as soon as possible, which in turn will allow them to move from a white label structure to a complete

• wnership of all assets related to the Target Business
• River iGaming and Gaming Realms will collectively (and

proportionally) invest GBP 3m of cash for marketing purposes into the Target Business in connection with closing of the transaction

*Adjusted for acquisition effects

Acquisition - roadmap

11

• Initial cash consideration of GBP 4.2m paid at

closing

Closing (expected late July 2018)

• GBP 4.2m paid no later than 31 August 2019
• Earn-out payment in cash equivalent to 70% of

5.5x EBIT* for the 12-month period ended on 30 June 2019, minus the GBP 8.4m initial cash consideration, payable in cash no later than 30 September 2019

• The earn-out payment is capped to a maximum
• f GBP 14.7m representing an EBIT of GBP 6m

August / September 2019

• Option to acquire the remaining 30% of the

Target Business at 5.5x EV/EBIT* (if not exercised, ownership in the Target Business adjusted to 50%)

• Gaming Realms will have an option to sell the

remaining 30% in the Target Business to River iGaming at 5.5x EV/EBIT *

• EV/EBIT* 5.5x considered by River to be a very

attractive and accretive multiple for acquisition  almost certain that River will exercise call

• ption

Autumn 2020 1 2 3

GBP 4.2m GBP 4.2m Maximum potential consideration (70% ownership) GBP 23.1m** GBP 18.9m* GBP 14.7m* Closing Aug / Sep 2019

✓ Attractive and accretive multiple for acquisition ✓ Low cash payment upfront ✓ River iGaming and Gaming Realms will collectively invest GBP 3m of cash for marketing purposes into the Target Business ✓ Includes a 5-year B2B platform agreement with Gaming Realms, with an

• ption to terminate after 3

years

*Adjusted for acquisition effects; **Assuming a maximum earn-out payment Max at EBIT = GBP 6m Min at EBIT = GBP 0m

Agenda

12

Introduction to Target Business and acquisition details About River iGaming Investment highlights Appendix

Background and introduction to River iGaming

13

Backgr kground nd

• iGaming industry is rapidly growing, and in parallel becoming a more regulated industry which is likely to favor

larger players and drive consolidation

• The iGaming industry has become a large sector in the Swedish capital markets and there is increasing interest for

iGaming companies in the Norwegian investor community

• Initiators behind River iGaming believe there is both solid industrial and financial arguments for establishing a new

iGaming company listed in the Norwegian capital markets

Introductio ion to River r iGaming ing

• River iGaming’s strategy is to own an attractive ecosystem of companies throughout the iGaming value chain

servicing both the B2B and B2C market

• All investments shall have a strong stand-alone business case, as well as contribute to synergies within the

ecosystem

• River iGaming plan to grow rapidly through consolidation, driven by a strong management team and partnerships

with leading industry players

• River iGaming has a management group and shareholder structure with high competence and proven track record

within the iGaming industry, and executing on buy and build strategies

River iGaming is rigged for rapid organic growth and industry consolidation

Legal name River iGaming P.l.c. Business iGaming Founded 2017 Listing Merkur Market HQ Malta CEO Kent Staahle

Gambling is a EUR ~400bn market globally with limited cyclicality

14

Africa 1 % Asia / ME 26 % Europe 53 % Lat Am / Carib 2 % North America 12% Oceania 6 % Africa 1 % Asia / ME 34 % Europe 26 % Lat Am / Carib 2 % North America 32% Oceania 5 %

223 243 260 277 291 296 300 313 334 347 363 372 367 375 387 395 403 413 421 429 3% 4% 4% 5% 5% 6% 6% 7% 7% 7% 8% 8% 9% 10% 10% 11% 12% 12% 13% 13%

0% 5% 10% 15% 20% 25%

• 50

50 150 250 350 450

Global gambling market Global online Share (%)

Source: H2 Gambling Capital

Strong underlying online gambling market growth with increasing mobile adaption in the European market

15

Europ ropea ean n gambling ling mark rket et Europ ropea ean n onlin ine e gambling ing mark rket et Europ ropea ean n mobile ile gambling ing mark rket et 85.6 101.4 111.8

2008A 2017P 2022E

0.1 7.5 15.0

2008 2017P 2022E

6.8 21.4 30.8

2008 2017P 2022E

CAGR CAGR 2% 2% CAGR CAGR 8% 14% CAGR CAGR 16% 58%

Source: H2 Gambling Capital

16

Introduction to the iGaming value chain

Game providers / content Online casinos Affiliates / online marketing Customers Gaming technology Payment solutions

“Grizzly”

Shawn Bezzina joined the team as CFO

17

River iGaming - The story thus far

Nov 2017 Incorporation

Established on Malta by Lundkvist, Skorstad and Klein with Kent Staahle as CEO 2017 2018

Jan 2018 Acquisition March 2018 Merkur Listing Feb 2018 Equity raise Feb 2018 Acquisition May 2018 New CFO

AcquiredVegas Casino, first Gaming Operator Holta Invest became a significant owner AcquiredFireMediacontent, digital marketing agency and production company Signed an agreement to acquire 70%

• f a carve out containing the B2C -

Online Casino business featuring well-known entertainment concepts

Jun n 2018 Acquis isit itio ion

Players bonus rates were increased during late March and April for marketing purposes – which caused a temporally decline in the NGR

Trading update for River iGaming’s existing business January – May 2018

18

First time depositors (FTD’s) Deposits (EUR’000) Net gaming revenues (EUR’000)

Note: *Gross profit takes into account the operational performance of the Company before additional costs incurred as a result of the current collaboration agreement which will terminate upon MGA license approval | Source: River iGaming P.l.c. - Management accounts

Gross profit before marketing (EUR’000) Marketing spend (EUR’000) Comment nts

1 618 1 621 1 868 174 182 March February January May April May 771 April 776 March 704 February 426 January 532 194 January 157 May 348 April 203 March 308 February May 146 112 April 72 57 48 March 190 152 February 55 44 January 60 235 March 233 February 31 January 36 April May 234

• Deposits of EUR 3.2m in the period Jan-May 2018
• NGR of EUR 1.2m in the same period
• Gross profit* (before marketing spend) of EUR 0.5m
• Increased bonus and market cost in late March and April.

The Company have since then taken down the usage of this and are still working on that. Mix of marketing, bonus and revenue is focus as the Company turn into new markets

• Earnings before tax of EUR -1.8m, this includes costs

related to the start-up of the company, listing at Merkur Markets, license application at Malta and other one-off costs

• Run rate fixed costs for River iGaming of EUR 0.5m per

month, which includes costs related to build-up of

• rganisation to handle more operators, affiliates and

gaming companies

• Excl. license fee (River iGaming with its own license)*

Including paid license fee (current license agreement) River iGaming took over the Vegas Casino brand in March 2018 and migrated it on to the

• xCaliber. River iGaming

started its marketing efforts in order to attract new depositors Marketing spend has been on a stable level since its increased efforts in March Due to the increased player bonuses the gross profit before marketing in April decreased temporarily as a result of the decline in NGR The gross profit for May reflected a similar trend to that of March with a normalised bonus rate given to players. May exhibits a lower gross profit level compared to March due to a one-off effect (roll-over cost in affiliate) of EUR 44 000

River iGaming P.l.c. – Consolidated balance sheet

19

Balance sheet per 31 May 2018 (EUR’000)

Source: River iGaming P.l.c. - Management accounts

• Fire Media is not included in the balance sheet, as the

transaction per 31 May 2018 is not finalized

• The Company has total payment obligations of

EUR 600,000 in relation to the acquisitions of 75%

• f Fire Media which falls due on 30 June 2018
• The Company is now in the process of acquiring

the remaining 25% in Fire Media which will be completed through issue of shares in River iGaming P.l.c.

• With regards to the Vegas Casino transaction there is a

remaining acquisition settlement of EUR 3.1 million which falls due ultimo June 2018

• There are ongoing discussions to postpone the

settlement due to contractual discussions

• The shareholders’ loan of EUR 3m is related to a loan

from Tigerstaden AS

• The security for the loan include, amongst other,

guarantees from some of the company's other largest shareholders

• The loan will be repaid in connection to the

Private Placement on 27 June 2018 River iGaming, Management Accounts Deposits (non-gaming related) 11 Shareholders' Loan 2 977 Investment in VegasCasino 2 100 Trade and Other Payables 1 004 Property, Plant and Equipment 91 Total Non Current Assets 2 202 Total liabilities 3 981 Prepayments 82 Ordinary Share Capital 65 Trade and Other Receivables 680 Share Premium 1 699 Cash and Cash Equivalents 1 087 Other Reserves Retained Earnings

• 1 694

Total Current Assets 1 849 Total Equity 70 Total Assets 4 051 Total Equity and Liabilities 4 051

Rigged for growth throughout the value chain*

*The chart represent the operational structure (i.e. not the legal structure) of the Company 20

River Projects Fire Media Holding

100% 100% Monument News & Media Media Fusion Consultancy Moonlanding

River er Game e Operat ratio ions River er Game e Intellige elligenc nce River er Game e Techn hnolo logy gy

• Completed acquisition of Vegas Casino
• New and innovative casino concept

under development in a joint venture

• In negotiations with several targets
• Completed acquisition of Fire Media

(100%)

• Ambition to become pioneer in the use of

artificial intelligence in marketing and identification of diverging behavior

• River Gaming Technology is

currently using third party software - but is planning to initiate own tech projects soon

• Ambition to transform the

traditional gambling market using cutting edge technology

• Signed an agreement to acquire 70% of

the Target Business- a UK-based Online Casino featuring well-known entertainment concepts

• Attractive well established brands with

unique presence and content

River iGaming River UK Casino (Target Business)

100% 100% 100% 100% 100% 70%

The completed acquisition of Vegas Casino positions River for future growth

21

Brand Vegas Casino Business division River Game Operations Business Casino Acquired January 2018 Re-launched March 2018 Platform xCaliber

Short term actions

2018

✓ Acquisition settlement

• The remaining acquisition settlement of EUR 3.1 million

fall due ultimo June 2018. Ongoing discussions to postpone the settlement

✓ Increase advertising exposure

• Targeted audience (gaming/gambling)
• Mainstream audience (TV/digital display)
• Intelligent marketing efforts in core markets

✓ Strengthening existing customer base

• Improve reactivation rate MoM
• Enriched financial base (improved active numbers)
• Detect and personalize management of VIP and potential

VIP segments

✓ Growth through new licenses

• Migrate to Malta Gaming Authority license in Q3,

improving credibility in core Scandinavian markets

• Apply for Swedish and UK licenses

✓ Entering new markets

• Initial focus on UK, Sweden, Finland, Germany followed by

further potential expansion into profitable international markets during Q3 and Q4

✓ Improve operational efficiency

• Enhance operating systems (internal and 3rd party) to

increase efficiency

• xCaliber (platform), Omarsys (tracking, reporting,

affiliation), Emarsys (email/SMS system)

Medium term ambitions

✓ Strengthened EBITDA margin consistently YoY

• EUR 10m increase on deposited amount YoY
• Share of revenue from retained player base increasing
• 40% on yearly marketing spend while focusing on

decreasing marketing spend share of revenue

✓ Expanding gaming portfolio

• Offering a full gaming portfolio through i.e. Sportsbook,

Lotto, Bingo, Poker and E-sports

• Reducing churn

✓ Capitalizing on River synergies

• Benefit from technology and information sharing across

River’s integrated platform

• Cross selling

✓ Further expansion into new markets

• Focus on licensed and regulated markets

✓ Leveraging further on cutting edge technology

• Applying artificial intelligence and Big Data to personalize

the customer experience

2019- 2021

…with strong support from Project X and the Fire Media acquisitions

22

Proj

• jec

ect X Fire Media

• JV Company incorporated in Malta
• Operates within the development and commercialisation of the

business concept of Project X

• JV will be built on the xCaliber platform
• Fire Media is focusing on customer acquisition to iGaming

companies through application of the most recent technology within search engine optimization, content marketing, online marketing, marketing campaigns and referral marketing

• Fire Media also has its own production company, enabling in-house

production of content and advertisement

• Innovative use of cutting edge technology combined with leading

editorial and visual content providers and a team with unparalleled digital media communication experience is the foundation of Fire Media Holding

• Fire Media Holding is the holding company of the group, consisting
• f primarily 3 pillars

− Mediafusion– Build a strong affiliate franchise through digital media communication partner with focus on technology − Monument News & Media – UK based multiplatform news and media company − Moonlanding(80% ownership) – Visual multiplatform production company Establishing Brand awareness through aggressive launch advertising exposure

01

Build up customer base – improved return visits and life- time-value through proven gamification methods

02

Detection and personalized management of VIP and potential VIP segments

03

Shared RiG B2C operational infrastructure

04

Agenda

23

Introduction to Target Business and acquisition details About River iGaming Investment highlights Appendix

Investment highlights

24

Strong underlying market growth with increasing

• nline / mobile adaption

Highly fragmented industry ripe for consolidation Scalable organisation focused on cutting edge technology Experienced management team Unique investor base with extensive deal flow

01 02 03 04 05

• Gambling market of approx. EUR 400bn globally
• End-users migrating towards online / mobile platforms – European mobile gambling market

expected to grow with a CAGR of 16% 2017E-2022E

• Substantial upside potential from licensing and re-regulations
• Currently a fragmented industry with many stand alone brands (operators)
• Consolidate and build an ecosystem of companies throughout the iGaming value chain – both

horizontal and vertical integration

• Licensing and re-regulations to drive consolidation
• River’s current access to xCaliber platform enables swift migration of new operator brands
• Taking cutting edge technology into an industry dominated by traditional players
• Capitalise on big data and AI, huge impact on marketing efficiency and ethics
• Strong management team in place
• Extensive industry experience
• Unique market insight and relationship throughout the industry
• High experience with executing buy and build strategies

Experienced management team

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• Extensive experience from the

banking and payment industry from positions as Branch and Sales Manager at Sparebank1, Director at Sparebank1 Oslo and Akershus, Nordic Sales Manager at Nets, Head of Private Banking in Oslo at Sparebank1 and most recently as Director at ODIN Forvaltning

• MSc in Marketing and Economics

from BI Norwegian Business School

• Staahle is also a member of the

River iGaming board

• Experience as CFO in

GlobalCapitalPlc, a financial services provider listed on the Malta Stock Exchange

• He held positions as Financial

Controller, Group Financial Controller before being promoted to CFO

• Fellow of the Association of

Chartered Certified Accountants and Fellow of the Malta Institute

• f Accountants
• Extensive iGaming experience

from manager positions in Cherry and Betsson

• He has also worked in Fresch

Thinking, United Media Group and DG Media

• Former professional footballer,

playing for several clubs in the Scandinavian top leagues

• Bachelor of Marketing and

Communication from BI Norwegian Business School

• Extensive knowledge within CRM

and has spent his whole career within the iGaming sector

• He has worked with CRM for

ComeOn!, Cherry, Youwin, Betsson, Virgin Games and Mini Vegas Group

• MSc in Marketing Management

from The Manchester Metropolitan University

Kent Staa aahle hle CEO Shawn n Bezzina na CFO Kim Larsen en CEO (River Game Operations) Ismael el Diagn agne COO (River Game Operations)

Founders with extensive deal flow, sector competence and proven track record of executing buy and build strategies

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Ranked Top50 most significant people within the Gambling Industry by Gambling Intelligence in 2012 Mort rten en Klein Founder and CEO Klein Group Ketil il Grim im Skorst rstad ad Founder and CEO Tigerstaden Kristia ian n Lund ndkvis vist Founder and CEO Middelborg

River iGaming’s long term goals

27

Ethics Technology M&A Marketing Innovation

The most efficient iGaming company, driven by focus on cutting edge technology Best in class targeted, big data driven, intelligent marketing, rather than traditional mass marketing Leading consolidator of the iGaming industry Strong focus on new technology and market opportunities through organic innovation Apply the highest ethical standard for an iGaming company, partly by using new technology to block and avoid unwanted customers

Solid foundation for consolidation with a clear buy and build strategy

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Valu lue Time Estab ablis lishm hment ent (2017/201 018H1) H1)

• Hire solid management team
• Complete first acquisitions
• Listed at Merkur Market in

Oslo Build ild offerin ering g and inves est (2018-202 2020) 0)

• Multiple acquisitions
• Invest heavily in marketing

and technology

• Strong focus on revenue

growth Capit itali alize e (2021)

• Above industry growth
• Industry average profitability
• Listed at Oslo Stock Exchange

Fire Media ia

CURRENT STAGE

Agenda

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Introduction to Target Business and acquisition details About River iGaming Investment highlights Appendix

Risk Factors (1/2)

RISKASSOCIATED EDWITHTHEGROUP UPANDTHEINDUS USTRYIN IN WHICHIT IT OPER ERATES ES

• Operating history: The Company and its subsidiaries are newly formed entities with limited operating history upon which to evaluate the Group's likely performance. Parts of the Group's business are

in its commercialization phase relying to some extent on products and services under development. The Group’s commercial success is dependent on the successful implementation of these products and services.

• Due diligence risk: Any due diligence informationmay be erroneous, incomplete and/or misleading, and there can be no assurance that all material issues have been uncovered.
• Competition: The Group faces competition from a number of existing competitors, as well as potential new competitors. Failure to respond to such competition could affect the Group's financial

performance.

• Economicdevelopment and trends: Any slowdown or cutbacks in spending due to changes in national, regional or international economicconditions could affect the Group's financialperformance.
• Disasters and disruptions: Natural disasters or other incidents may disrupt the Group's business, and could impact the provision of services and fulfilment of product, and the Group's ability to process
• rdersand invoicesand otherwise timely conduct business operations.
• Legal and regulatory risk: The regulation of online gaming may be subject to changes which could impact the Group's financial performance
• Licenses:. The Group is active in the online gaming market, which is subject to extensive regulation in many countries. Regulatory decisions and changes in legislation may impact the Group's
• perations and the possibility to provide or market its services in specific countries.
• Tax: Unfavorable changes in tax regimes could have an impact on the Group's profitability, and could make provision of services to some countries unsustainable and jeopardize the Group's ability to

serve those countries.

• Reputation risk: The Group's commercial success is dependent on its reputation among its customers. Unfavorable reputation could impact the Group's financial performance and affect its future cash

flows.

• Game risk: If multiple low probability events occur at the same time, the Company or any of its subsidiaries will have to pay out large winnings, which increases the immediate cash flow volatility, and

which could affect the Group’sfinancial performance.

• Third party risk: The Group has agreements with external providers, including game platforms, game suppliers, payment service providers and providers of ancillary software such as marketing

suites, CRM platforms and support systems, and the Groupis dependent upon the performance of and relationship with these external providers.

• Dependence on management and key employees: Failure to hire and retain key employees or to integrate new talent to supplement the existing team could affect the Group’s ability to successfully

implement its business objectives and thus affect its financialperformance.

• Managing the operations: The Company's management needs to effectively manage several geographic locations, develop new products that utilize the assets of the Group, and to further develop

cost-effective standards, controls, procedures and policies. If the Group does not succeed in addressing these risks or any other problems encountered in connection with growth, the business,

• perating results and financial conditioncould be adversely affected.
• International operations: The Group's internationalsales and operationssubject the Groupto additional risks that canadversely affect the operating result
• The Group's failure to comply with applicable anti-bribery or anti-money laundering laws may have a negative impact on its ongoing operations: Any failure to comply with applicable anti-bribery or

anti-money laundering laws could subject the Group to fines, sanctions and other penalties against it which could have a material adverse impact on the Group’s business, financial condition and results of operations.

• Risks related to IT: The Groups business is dependent on IT systems. System failures and other events that affect operations could have a material adverse effect on the Group's business, financial

conditions and results of operations.

• Technology change and introduction of new solutions and services: Any failure to anticipate or respond adequately to technological development and customer requirements, or any significant delays

in product or application development and introduction, could result in a loss of competitiveness and revenues.

• Intellectual property rights: Failure to protect the Group'sintellectual property rights could weaken its competitive position and impact its financialperformance.

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Risk Factors (2/2)

RISKASSOCIATED EDWITHTHEGROUP UPANDTHEINDUS USTRYIN IN WHICHIT IT OPER ERATES ES(CONTI NTINU NUED) D)

• Acquisition risks: The Company continually evaluates potential acquisition opportunities in the ordinary course of business, including those that could be material in size and scope. Acquisitions

involve a number ofspecial risks, that could have a material adverse effect on the Group’soperating results and financialcondition.

• The anticipated benefits from the acquisition of the Target Business may not be achieved: The success of the acquisition of the Target Business will depend, in part, on the Company's ability to

effectively pursue related business opportunities and to achieve performance. Even if the Company is able to successfully integrate the Target Business into its current business, it may not be possible to realize the full benefits that the Company currently expects to result from the acquisition, or to realize these benefits within the time frame that is currently expected. FINANC NCIALRISKS KS

• Liquidity risk and need for additional funding: Failure to maintain liquidity could have an impact on the Group's financial performance through higher interest rates or possibly even forced liquidation.

The Company cannot guarantee that the Group will be able to obtain the necessary financing required to meet maturing debt liabilities and fund its operations, and even if such financing is obtained, no assurance can be given that such financing will be on terms acceptable to the Group. A failure to obtain required financing in time to meet the Group's maturing debt liabilities will materially adversely affect the Group's business, operations and financial condition. Additional funding will also be required for any acquisitions carried out by the Group.

• Credit risk: Set aside that part of the Group's income which is based on advance payment by customers, there is always a risk that customers will not have the financial ability to meet their obligations,

and there can be no assurances that losses will not occur in the future and impact the Group's earnings and cash balance.

• Currency fluctuations: The Group's revenues are divided into several currencies, the largest being NOK, SEK; GBP and EUR. Operating expenses are mainly in EUR. Currently, exchange rates affecting

the Group are mainly the fluctuations in the NOK rate against EUR, but as the Group penetrates new markets this may change.

• The Company is a holding company and is dependent upon cash flow from subsidiaries: Inability to transfer cash from the Group's subsidiaries may result in that the Group may not be permitted to

make the necessary transfers from its subsidiaries to meet its obligations. A payment default by the Company, or any of the Group's subsidiaries, on any debt instrument would have a material adverse effect on the Group’s business, financial condition, results of operations and cash flows. RISKS KSRELATED EDTO TO THESHARES

• The market price of the shares may fluctuate: The market price of the shares may fluctuate significantly in response to a number of factors beyond the Company's control, including, but not limited to,

variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, or any other risk discussed herein materializing or the anticipation ofsuch riskmaterializing.

• Trading on the Merkur Market: Although the shares are freely transferable and will be registered on the Merkur Market, the investors must expect that it may be difficult to sell shares in the secondary

market.

• Dividend policy: Any future decision to pay dividend will depend on the Company’s financial position, operating profit and capital requirements. Although the Company sees extensive growth
• pportunities within the online gaming industry, both organically and inorganically, there is a risk that the Company will not pay dividends in the future.
• Depresses share price: Future sales ofshares by the Company's larger shareholders, members of the Company’s management or Boardof Directorsmay depress the price of the shares
• VPS risk: There are certainrisks connected to the shares being registered in the VPS
• Voting rights in a nominee account:Investors may not be able to exercise their voting rights for shares registered in a nominee account
• Dilution ofholding(s): Future issuances of shares or other securities may dilute the holdings of shareholders and could materially affect the priceof the shares
• US investor risk: Investors in the United States may have difficulty enforcing any judgment obtained in the United States against the Company or its directorsor executive officers
• Transfer of shares: The transfer of Shares is subject to restrictionsunder the securities laws of the United States and other jurisdictions

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