Jackpot Announces Annual General and Special Meeting And Update on Record Date of Spinout

Rhea-AI Summary

Jackpot Digital Inc. has scheduled an annual general and special meeting for September 16, 2021, to discuss resolutions regarding the proposed spinout of its online gaming software assets to Yo Eleven Gaming Inc. Shareholders will receive one Spinco share for every five Jackpot shares. The record date for voting is confirmed as July 21, 2021, but a new record date for share distribution will be established post-meeting approval. The spinout closure is anticipated around October 4, 2021, pending necessary approvals. Detailed information will be provided in an information circular sent to shareholders.

Positive

• Scheduled special meeting for September 16, 2021, to approve spinout.
• Shareholders to receive one Spinco share for every five Jackpot shares.
• Spinout closure anticipated on October 4, 2021, subject to approvals.

Negative

• Dependence on shareholder and court approvals for the spinout.
• Uncertainty regarding the exact record date for share distribution.

VANCOUVER, BC / ACCESSWIRE / July 27, 2021 / Jackpot Digital Inc. (the "Company" or "Jackpot") (TSXV:JJ)(TSXV:JJ.WT.A)(TSXV:JJ.WT.B)(TSXV:JJ.WT.C)(OTCQB:JPOTF)(FRA:LVH3). Further to the Company's News Releases dated June 16, 2021 and July 16, 2021, the Company announces that an annual general and special meeting of the shareholders (the "Meeting") has been scheduled for September 16, 2021 at which time shareholders will be asked to pass resolutions related to a special resolution approving the proposed spinout of Jackpot's online gaming software assets (the "Spinout") and Jackpot's annual general matters. Pursuant to the Spinout, Jackpot's online gaming software assets will be transferred to Yo Eleven Gaming Inc., a wholly-owned subsidiary of Jackpot ("Spinco"), in consideration of the issuance and distribution of common shares of Spinco to Jackpot's shareholders on the basis of one Spinco share for every five Jackpot shares.

Jackpot clarifies that the record date of July 21, 2021 which was previously announced applies only to the date on which Jackpot shareholders of record will be entitled to attend and vote, whether in person or by proxy, on the resolutions to be presented at the Meeting. In accordance with policies of the TSX Venture Exchange (the "Exchange"), the record date to determine the shareholders who will be entitled to receive common shares of Spinco on the closing date of the Spinout will change from July 21, 2021 to a record date which will be determined in the future after shareholders have voted on and approved the Spinout at the Meeting and which will precede the distribution date of the Spinco shares to Jackpot's shareholders.

Detailed information relating to the proposed Spinout, the online gaming software assets and the Spinco will be contained in the information circular which will be mailed to Jackpot's shareholders in connection with the Meeting.

Closing of the Spinout and the distribution of the Spinco shares to Jackpot's shareholders is anticipated to occur on or about October 4, 2021, subject to the satisfaction or waiver of a number of conditions, including the approvals of Jackpot's shareholders, the Exchange and the Supreme Court of British Columbia.

About Jackpot Digital Inc.

Jackpot Digital Inc. is a leading electronic table games manufacturer and mobile gaming provider for the cruise ship industry and regulated casino industry. The Company specializes in multiplayer gaming products, including poker and casino games, which are complemented by a robust suite of backend tools for operators to efficiently control and optimize their gaming business.

For more information on the Company, please contact Jake H. Kalpakian, President and CEO, at (604) 681- 0204 ext 6105, or visit the Company's website at www.jackpotdigital.com.

On behalf of the Board of

Jackpot Digital Inc.,

"Jake H. Kalpakian"
Jake H. Kalpakian,
President & CEO

Trading in the securities of the Company should be considered speculative.

The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Certain statements contained herein are "forward-looking" such as the Company's proposed spin-out of its online gaming software assets to Yo Eleven. Forward-looking statements may include, among others, statements regarding future plans, costs, objectives, economic or technical performance, or the assumptions underlying any of the foregoing. In this News Release, words such as "may", "would", "could", "will", "likely", "enable", "feel", "seek", "project", "predict", "potential", "should", "might", "objective", "believe", "expect", "propose", "anticipate", "intend", "plan", "estimate", and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, projections and estimations, there can be no assurance that these assumptions, expectations, projections or estimations are accurate. Readers, Shareholders and Investors are therefore cautioned not to place reliance on any forward-looking statements as the plans, assumptions, intentions or expectations upon which they are based might not occur. Furthermore, there can be no assurance that the Company's proposed spin-out transaction will receive shareholder, and court approvals, and the acceptance of the TSX Venture Exchange.

SOURCE: Jackpot Digital Inc.

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FAQ

What is Jackpot Digital's planned spinout date?

The planned spinout is anticipated to close on October 4, 2021.

When is the annual general meeting for Jackpot Digital shareholders?

The annual general meeting is scheduled for September 16, 2021.

What will shareholders receive in the Jackpot spinout?

Shareholders will receive one Spinco share for every five Jackpot shares.

What was the record date for voting on the spinout proposal?

The record date for voting was July 21, 2021.

What approvals are needed for the Jackpot spinout?

Approvals from Jackpot's shareholders, the Exchange, and the Supreme Court of British Columbia are required.