The Buzz Surrounding React Gaming Group Inc. (TSX-V: RGG) (OTCQB: ITMZF)

React Gaming Group Inc. (“React Gaming” or the “Corporation”) (TSXV: RGG, OTCQB: ITMZF) announces that it has entered into a debt settlement and release agreement dated December 9, 2022 (the “Debt Settlement”), to settle the debts and obligations outstanding in connection with the previously announced acquisition of Livestream Gaming Ltd. (“Livestream”), parent company of LOOT.BET.

Under the terms of the share purchase agreement (the “SPA”) between React Gaming and the vendors of Livestream (the “Vendors”) entered into in respect of the acquisition of Livestream, the Corporation agreed to issue a $4,000,000 secured vendor take back note (the “Note”) in favour of the Vendors bearing 12% interest from the date of any default (a first tranche of $2,000,000 maturing on the ninth month following the closing date, and the balance on the eighteenth month following the closing date). Pursuant to the terms of the Debt Settlement agreement, the parties have agreed to settle the amounts outstanding under the Note and release each other from their respective obligations under the SPA in consideration that Corporation has agreed to pay the Vendors $200,000, upon the sale of any assets of the Corporation, or the closing of a future financing, and by no later than April 9, 2023.

“This transaction is an important milestone for React Gaming, as it will eliminate all remaining obligations in regard to the LOOT.BET acquisition and improve our balance sheet. It will also enable us to fully benefit from our new B2B market initiatives, namely with HHRP in the Philippines and any future developments planned for this promising asset,” said Leigh Hughes, CEO of React Gaming.

One of the Vendors, Piotr Zhalau, is a “related party” (as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) of the Corporation, and therefore the Debt Settlement constitutes a related party transaction as defined in MI 61-101. The Debt Settlement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the amounts owed to Piotr Zhalau nor the consideration payable to Piotr Zhalau exceeds 25% of the Corporation’s market capitalization.

For Full Release: https://www.globenewswire.com/en/news-release/2022/12/12/2571710/0/en/React-Gaming-settles-remaining-obligations-to-acquire-LOOT-BET.html

React Gaming Group Inc. (“React Gaming” or the “Corporation”) (TSXV: RGG, OTCQB: ITMZF) is pleased to announce its results for the third quarter ended September 30, 2022. All amounts are in Canadian dollars unless otherwise indicated.

“Over the last few months, the React Gaming team has continued to gather momentum towards its objectives of increasing revenues and achieving long-term profitability,” said Leigh Hughes, CEO of React Gaming. “We have taken significant steps to reduce costs across all subsidiaries and also at the corporate level since I started and we are heading into 2023 with a very lean expenditure model. We have also held our first strategic planning session with the entire team to ensure that we start 2023 with a clear vision for achieving our goal of profitability across our entire ecosystem.”

“Our operations also remained very active,” he added. “We recently made major progress in the B2B model for our LOOT.BET platform by signing the definitive agreement with HHR Philippines, which has the potential to generate additional recurring revenues. Parabellum’s recent signings with Viral Nation and XP League will help build and market our esports professional teams business from the ground up. For its part, Compete.gg has just launched a new feature called Honor Dispute, which allows its esports tournament platform to integrate with almost any game title, and as a result has added more game titles to its library, including FIFA, Rocket League and Multiversus.”

“These initiatives are part of our ongoing efforts to improve our esports ecosystem value proposition and our financial performance, and we expect them to start having a positive impact on our financial results in 2023,” concluded Mr. Hughes.

OPERATING RESULTS

Third quarter revenue increased to $792,164 in 2022 from $32,918 a year ago. The increase was mainly driven by Livestream and its operating entity LOOT.BET. Revenue for the nine-month period increased to $1,971,668 from $95,925 a year ago.

Gross profit for the third quarter totaled $389,091 (49.1% of total revenue), compared to $23,682 in 2021. For the nine-month period, gross profit increased to $954,408 (48.4% of total revenue) from $58,193 a year ago.

Operating loss for the third quarter totaled $1,635,418 compared to $1,496,874 in 2021. The increase was mainly due to LOOT.BET’s operating costs for Livestream’s ongoing operations relative to revenues generated. The operating loss for the nine-month period stood at $7,830,525 in 2022 versus $2,840,613 in 2021.

The EBITDA¹ loss decreased to $981,462 in the third quarter of 2022 from $1,278,952 in the same quarter a year ago, mainly due to an increase in goodwill impairment in Q3 2022. For the nine-month period, EBITDA¹ loss stood at $5,604,834 versus $2,281,543 a year ago.

For the third quarter ended September 30, 2022, the Company recorded a net loss of $2,095,032, or $0.013 per basic and diluted share, compared to $1,518,826, or $0.013 per basic and diluted share for the corresponding period of 2021. For the nine-month period, the net loss was $7,004,383 or $0.043 per basic and diluted share, compared to $2,885,344, or $0.026 per basic and diluted share a year ago.

_{⁽¹⁾ The term EBITDA (earnings before interest, taxes, depreciation and amortization) does not have a standardized meaning prescribed by IFRS. Therefore, EBITDA may not be comparable to similar measures presented in other financial statements of other companies. The Company defines EBITDA as income from continuing operations before amortization of tangible and intangible assets, provision for impairment of goodwill and other intangible assets, interest, gains or losses on disposal of assets, gains on debt settlement, gains or losses on foreign exchange and income taxes.}

Reconciliation of net loss to EBITDA

For Full Release: https://www.globenewswire.com/en/news-release/2022/11/30/2564813/0/en/React-Gaming-reports-2022-third-quarter-results.html

React Gaming Group Inc. (TSXV: RGG, OTCQB: ITMZF) is pleased to announce that its subsidiary Parabellum Esports (“Parabellum”) has partnered with XP League, the first and largest esports franchise in North America. Through this partnership, select XP League teams will be able to play under the Parabellum name and wear a co-branded jersey, helping to cement XP League as the premier youth esports organization aligned with professional esports. To support this initiative, the partnership will include a spring bootcamp academy program to be co-branded and developed by XP League and Parabellum, as well as workshops and training with the Parabellum coaches.

The partnership will also be a launching pad for the Parabellum Academy, which will work directly with players, creators and enthusiasts who want to enter the esports space. Parabellum Academy is currently working on developing online courses, mentorship programs and academy teams, in line with its professional competitive teams in Rainbow Six, Rocket League and CSGO. Parabellum Academy’s launch is planned for Q1 2023.

“We are very excited to be a part of XP League,” said Chris Lamarucciola, Co-Founder and CEO of Parabellum. “Working on the development space in the esports industry has been one of our goals since the inception of Parabellum. This is not just a step, it is a leap forward for our company to work with our future fans, players and managers. We can’t wait to get started, and we are looking forward to seeing these young stars grow.”

“Our strategy with Parabellum Esports is to build our own professional team ecosystem from the ground up, with recruitment, training and development of competitive professional teams in various leagues that will also complement our current rosters and allow us to expand our activities,” said Leigh Hughes, CEO of React Gaming. “This will also serve the purpose of enhancing Parabellum’s brand recognition and increasing sponsorship and prize money opportunities, with the goal of monetizing this growing asset with minimal investment of capital.”

About XP League
XP League is the first-to-market youth esports league franchise that bridges the gap between conventional youth athletics and competitive esports. XP League provides an innovative program that fosters social skills and sportsmanship through a positive, certified coach-led structure. Launched in September 2020, XP League has quickly grown to become the first and largest esports franchise concept in the U.S. and Canada.

For Full Release:  https://www.globenewswire.com/en/news-release/2022/11/22/2560666/0/en/React-Gaming-subsidiary-Parabellum-Esports-partners-with-XP-League.html

React Gaming Group Inc. (“React Gaming” or the “Corporation”) (TSXV: RGG, OTCQB: ITMZF) is pleased to announce that it has signed a definitive subscription master services agreement with HHR Philippines, Inc. (“HHRPh”), allowing HHRPh to hold an exclusive right to use React Gaming’s LOOT.BET cloud-based software (the “Skin”) for the Philippines. The goal of the partnership is to have the Skin operational by April 1, 2023.

“This is major news for React Gaming, as it allows us to tap into the very lucrative and low capital intensive B2B market for the first time,” said Leigh Hughes, CEO of React Gaming. “The Philippines has always been a key target for us due to the size of the market and its interest in esports. Needless to say, LOOT.BET remains very popular within the esports and iGaming community, and entering this market with a large known licensed partner such as HHRPh just made complete sense. We believe that this new B2B business model will allow us to expand our LOOT.BET platform faster and more efficiently, with minimal investment and lower risk, and could represent a win-win solution for both React Gaming and online gaming operators across the globe.”

“Ever since we first looked at LOOT.BET, we have been convinced that it is a great complement to our service offering for our customers in the Philippines, who are online gaming operators and casinos,” said Martin Zupetz, President of HHRPh. “Now that we have finalized our agreement with React Gaming, we are eager to make LOOT.BET available to our customers and are confident that it will be a strong performer. If this model works, we look forward to expanding LOOT.BET’s reach across the Philippines and, in the longer run, to other countries where we do business.”

“It’s also important to understand that this agreement with HHRPh is part of our two-pronged growth strategy to expand LOOT.BET’s reach into the B2C and B2B markets. The advantage of the B2B market is that LOOT.BET’s platform will be offered to established customer bases, thus involving no customer acquisition cost for us. Our partner will offer the white-label LOOT.BET platform as its own to its customers and we will receive a portion of the revenue generated when those customers use the platform. The more popular the platform, the more revenue it will generate. The great thing about this model is that we can replicate it in multiple markets and with multiple online gaming providers at minimal cost,” added Mr. Hughes.

For Full Release: https://www.globenewswire.com/en/news-release/2022/11/16/2557033/0/en/React-Gaming-signs-definitive-B2B-agreement-with-HHR-Philippines-Inc.html

React Gaming Group Inc. (“React Gaming” or the “Corporation”) (TSXV: RGG, OTCQB: ITMZF) is pleased to announce that its subsidiary, Parabellum Esports, has partnered with Viral Nation, a global digital media innovation group, with the purpose of helping Parabellum scale by securing global partnership and sponsorship opportunities, as well as representing its business interests within the esports ecosystem.

“We are excited to have a world-class agency like Viral Nation represent our business interests and brand opportunities within the esports space,” said Chris Lamarucciola, CEO of Parabellum Esports. “Having an agency on board will allow us to focus on what we do best: putting out high performance competitive teams.”

“This partnership is part of our strategy to grow Parabellum’s business by leveraging Viral Nation’s expertise in building brand awareness and securing global partnerships to increase revenue,” said Leigh Hughes, CEO of React Gaming. “Viral Nation’s outstanding track record and impressive list of clients show their capacity to get the job done.”  

“Parabellum Esports has done an excellent job of scaling its business in such a short amount of time,” said Joe Gagliese, Co-Founder and CEO at Viral Nation. “We are thrilled to be working with them to bring more brand partners into the world of esports and showcase how vibrant and exciting this growing online community of talented individuals is.”

Viral Nation will serve as the Parabellum Esports agency of record and provide the organization with its expertise in esports talent management, team sponsorships, brand development and consulting services.

For Full Release: https://www.globenewswire.com/en/news-release/2022/11/15/2555957/0/en/Parabellum-Esports-React-Gaming-s-subsidiary-partners-with-Viral-Nation.html