Adventure Box Technology AB Completes the Acquisition of Lion Gaming Group Inc.

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Adventure Box Technology AB Completes the Acquisition of Lion Gaming Group Inc.

As Previously Announced on January 31, 2025

STOCKHOLM, Feb. 19, 2025 (GLOBE NEWSWIRE) -- Adventure Box Technology AB (STO: ADVBOX) (“Adventure Box” or “the Company”) announced on January 31, 2025, the completion of the acquisition of Lion Gaming Group Inc. ("Lion"), as approved at the Extraordinary General Meeting held on 30 December 2024.

The acquisition follows the conditional Share Purchase Agreement ("SPA") signed on 1 October 2024. Under the agreement, Adventure Box acquired all shares in Lion, a leading provider of technology platforms for iGaming. The total purchase price of approximately SEK 467 million has been settled through the issuance of consideration shares ("Consideration Shares") in the Company at a value of SEK 0.40 per share.

Following the transaction, Lion's shareholders now hold approximately 94.88% of the total number of shares and votes in the Company. This acquisition represents a major milestone for Adventure Box, reinforcing the company's commitment to innovation, expanding its global footprint and enhancing its technological capabilities in the iGaming industry.

"The completion of the acquisition marks the beginning of an exciting new chapter for Adventure Box. With this merger finalized, we are primed to unlock significant synergies and accelerate our global expansion. Equipped with the resources and backing necessary, we are now strategically positioned to become a leader the iGaming technology space. Together with Lion Gaming, we are poised to not only amplify revenue streams, but we are also better positioned to enter the competitive iGaming landscape by harnessing the full potential of our complementary businesses," said Duncan McIntyre, CEO of Adventure Box AB.

The completion of the transaction required the fulfilment of several conditions, including:

Settlement of Lion's convertible bonds, valued at USD 8.8 million, through repayment, conversion, or extension.
Agreement by Lion's warrant holders to exchange their existing warrants for new warrants issued by Adventure Box.
Full participation of all Lion shareholders in the SPA.
Certification by the Company's auditor that the value of assets contributed as payment in kind equals or exceeds the subscription price of the newly issued shares.

To facilitate the acquisition, the Company issued a maximum of 1,166,272,194 new shares, increasing its share capital by SEK 116,627,219.40. The subscription price of SEK 0.40 per share represents a premium of approximately 25.39% compared to the Company's closing share price on 1 October 2024, reflecting a negotiated market value for both companies.

The new shares have been subscribed for by Lion's shareholders, with payment made through contribution in kind in the form of Lion's shares. The shares will entitle their holders to dividends once registered with the Swedish Companies Registration Office and Euroclear Sweden AB.

Additionally, a directed issue of up to 5,573,495 warrants was completed to replace Lion's existing warrants. Each warrant entitles the holder to subscribe for one new share in Adventure Box at a subscription price of SEK 0.40. The warrants are valid until 30 December 2034.

The transaction has been formally completed, and the necessary filings have been sent to the Swedish Companies Registration Office for registration. With this acquisition, Adventure Box strengthens its position as a key player in the iGaming sector, leveraging Lion's robust technology platform and operational expertise to drive future growth and deliver enhanced value to its shareholders.

Following the transaction, Adventure Box updates Lion's projected financials after the October 1, 2024, press release. The previous 2024 projections included estimates based on two planned acquisitions that remain incomplete and should not be factored into current stand-alone figures. Lion's estimated 2024 turnover is 51.7 MSEK, with an EBITDA of 2.3 MSEK, excluding future acquisitions.