Sports Venture Holdings Inc. (SVH) entered into a business combination agreement to acquire Kings Entertainment Group Inc. (CNSX:JKPT) (KEG) for CAD 98.4 million in a reverse merger transaction on May 24, 2022. It is contemplated that immediately prior to the Amalgamation, and subject to the rules of the CSE, the then outstanding KEG Shares may be consolidated (the "Consolidation") on the basis of 20 post-Consolidation shares in the capital of the Company (each a "Consolidated Share") for every then outstanding KEG Share, or such other basis as agreed to between the KEG and SVH. Under the terms of the Amalgamation, Kings Entertainment will issue to shareholders of SVH 31.0724 pre-Consolidation shares for each share of SVH held (being 1.5536 post Consolidation shares per SVH share assuming a 20:1 Consolidation) resulting in the issuance of approximately 518 million shares (or approximately 25.9 million post-Consolidated shares assuming a 20:1 Consolidation). The Business Combination values Kings Entertainment at CAD 0.21 per KEG Share. Following completion of the Business Combination, current shareholders of SVH will hold approximately 87% of the common shares of the combined company (the "Resulting Issuer") on a fully-diluted treasury method basis. In connection with the Business Combination, KEG has agreed to make available to SVH a senior secured non-interest bearing credit facility of up to CAD 5 million. It is anticipated the Company will change its name such that the Resulting Issuer will operate under the name "Interactive Entertainment Group Inc." Resulting Issuer Shares will be listed and posted for trading on the CSE. KEG and SVH may elect to complete a financing transaction with SVH prior to the closing of the Amalgamation. 1000007698 Ontario Inc., a subsidiary of SVH has been approved for registration as an internet gaming operator with the Alcohol and Gaming Commission of Ontario. The Definitive Agreement contains customary representations, warranties and covenants for transactions of this nature, including the holding of shareholder meetings, conduct of the business of Kings Entertainment and SVH, and non-solicitation provisions providing for break fee of CAD 5 million.

Current Bet99 Chief Executive Officer Jared Beber will take on the Chief Executive Officer role of the merged company, with Kings Entertainment Chief Executive Officer Steve Budin continuing to lead LottoKings operations and acting in an advisory role. Former Chief Executive Officer and Founder of international gaming giant Bragg Gaming, Adam Arviv, will step into the Executive Chair role of the combined entity. Simon Legge will become the Chief Financial Officer of the merged entity. The board of directors of the Resulting Issuer will be comprised of Adam Arviv, Jared Beber, Robert Godfrey, David Danziger, Kevin Kirby, Cory Levi and a seventh director to be nominated by SVH. Upon completion of the Business Combination, it is anticipated that certain of the current directors and officers of Kings Entertainment will resign. As of October 25, 2022, the Shareholders also approved the following resolutions, reappointing Baker Tilly WM LLP as the Company's auditors for the ensuing year and authorizing the directors of the Company to fix their remuneration; fixing the number of directors of the Company at six (6); electing Steven Budin, Kelvin Lee, Robin Godfrey, Laryssa Hetmanczuk, Joseph Krutel and Anthony Zelen as directors of the Company until completion of the Business Combination; electing Jared Beber, Robin Godfrey, David Danziger, Kevin Kirby, Cory Levi and Hélène F. Fortin as directors of the Company upon completion of the Business Combination; and ratifying and approving the Company's rolling stock option plan and the prior grant of 3,265,650 stock options to purchase common shares of the Company granted thereunder.

The Business Combination is subject to terms and conditions, including the approval of SVH shareholders of the Amalgamation; the approval of Kings shareholders, the receipt of all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Business Combination and the Amalgamation, including from Canadian Securities Exchange (CSE) and other conditions. The Business Combination has been unanimously approved by the Board of Directors of each of Kings Entertainment and SVH. Directors, officers and other significant shareholders of each of Kings Entertainment and SVH have entered into irrevocable voting and support agreements to vote in favor of the Business Combination representing approximately 30% of the outstanding KEG Shares and 53% of the SVH Shares. Assuming the satisfaction of customary closing conditions, including the approval of Kings Entertainment shareholders. As of September 26, 2022, the Canadian Securities Exchange has conditionally approved the transaction. The shareholders meeting of Kings Entertainment is scheduled on October 25, 2022. As of October 25, 2022, Kings Entertainment shareholders have approved the transaction. The Business Combination is expected to close at approximately the end of the third quarter of 2022. The transaction is expected to close in the first half of the fourth quarter of 2022. As of March 17, 2023, pursuant to three extension agreements between Kings Entertainment and SVH, the outside date to close the Business Combination Agreement had been extended to March 17, 2023.

Walied Soliman and Bruce Sheiner of Norton Rose Fulbright Canada LLP is acting as Kings Entertainment's legal advisor and Cormark Securities Inc. and Haywood Securities Inc. are acting as financial advisors for Kings Entertainment. Paul Pathak of Chitiz Pathak LLP is acting as SVH's legal advisors, and Canaccord Genuity Corp. is acting as SVH's financial advisor.

Sports Venture Holdings Inc. (SVH) cancelled the acquisition of Kings Entertainment Group Inc. (CNSX:JKPT) in a reverse merger transaction on April 3, 2023. In connection with the termination, SVH has agreed to repay to Kings Entertainment the full amount of the CAD 2.5 million advance made by Kings Entertainment and reimburse Kings Entertainment for CAD 1.75 million of its costs and expenses incurred in connection with the proposed transaction.