Jai Maw, Jeremy Jakary, and GeoComply Solutions Inc. have entered into a definitive agreement to acquire FansUnite US Inc. from FansUnite Entertainment Inc. (TSX:FANS) for $37.5 million on June 27, 2024. Pursuant to the Stock Purchase Agreement, as consideration for all of the issued and outstanding shares of FansUS, the Purchaser has agreed to pay to FansUnite an aggregate purchase price of $37.5 million as follows: $30.6 million, to be paid in cash on the closing of the Transaction after adjustment on a cashfree and debt-free basis; and $6.9 million, to be satisfied through the cancellation of the Demand Note In case of termination of transaction, FansUnite Entertainment Inc. will pay a termination fee of $1.75 million. Completion of the Transaction is also subject to satisfaction or waiver of a number of conditions, including the receipt of requisite shareholder approval, TSX acceptance, all necessary regulatory and third-party approvals, and other conditions customary in transactions of this nature.

The Board of Directors of FansUnite Entertainment Inc. formed a special committee for the transaction. The deal has been unanimously approved by the board of directors and special committee of FansUnite Entertainment Inc.. The expected completion of the transaction is August 15, 2024.

Stifel acted as exclusive financial advisor to FansUnite, and BDO acted as independent valuator and financial advisor to the Special Committee. DLA Piper (Canada) LLP and DLA Piper LLP are acting as FansUnite's Canadian and United States legal counsel. Laurel Hill AdvisoryGroup is acting as FansUnite's Shareholder Communications Advisor.

Stikeman Elliot LLP is acting as legal counsel to the Special Committee. Fenwick & West LLP is acting as the Betting Hero Co-Founders' legal counsel. Blake, Cassels & Graydon LLP and Morrison & Foerster LLP are acting as GeoComply's Canadian and United States legal counsel.