Snipp Closes Acquisition of Loyalty Gaming Pioneer, Gambit Rewards

Rhea-AI Summary

Snipp Interactive (OTC PINK: SNIPF) has completed its acquisition of Gambit Digital Promotions for US$5 million, integrating loyalty programs with online gaming and sports betting. Gambit’s platform allows users to convert loyalty points into free-to-play tokens, tapping into a US$60B+ online gaming market. This acquisition is expected to create new revenue opportunities through Snipp's SnippCARE platform. Gambit has also seen increased interest in partnerships since joining Snipp, indicating strong market potential in iGaming and sports betting.

Positive

• Acquisition of Gambit allows entry into a growing US$60B+ online gaming market.
• Gambit's platform converts loyalty points into play tokens, enhancing consumer engagement.
• Increased interest from major players in iGaming and sports betting since the acquisition.
• Integration of Gambit's Loyalty Gaming Platform with Snipp's services offers unique reward experiences.

Negative

• Potential dilution due to issuance of 20,524,925 common shares for the acquisition.
• Earn-out payments based on performance could strain future financials if revenue milestones are not met.

Allows Snipp to connect US$60B+ market for online gaming & sports betting with US$100B in unused loyalty points

VANCOUVER, BC / ACCESSWIRE / February 22, 2022 / Snipp Interactive Inc. ("Snipp" or the "Company") (TSX-V:SPN; OTC PINK SNIPF), a Platform-as-a-Service (PaaS) company in the global loyalty and promotions sector, is pleased to announce the completion (the "Closing") of its acquisition of Gambit Digital Promotions Inc. (including its wholly-owned subsidiary, Gambit Rewards Inc.) ("Gambit" - www.gambitrewards.com)., (the "Transaction"),. As previously announced on January 11, 2022 the Company entered into a binding acquisition agreement (the "Acquisition Agreement") with Gambit, and each shareholder of Gambit (the "Vendors").

Gambit is a regulator-approved consumer network that integrates loyalty programs with online gaming & sports betting in America. Gambit operates a proprietary and patent-pending platform for turning loyalty points into free-to-play tokens ("Loyalty Gaming"), which can then be used to participate in various online gaming and live sports betting opportunities. The platform also provides leading brands across the United States with a unique solution to unlocking the US$100B value in unused loyalty points, which can then be used to participate in various online gaming and live sports betting opportunities while simultaneously offering a new way to engage with the high growth vertical of online gaming and sports betting. Launched in 2019 as a solution for gamifying rewards programs, Gambit players can use various loyalty points to play for actual cash winnings, cryptocurrencies, charity contributions or other prizes, without risking any real money. Gambit enables players to convert their accumulated points in their existing rewards programs to Gambit Play Tokens, which can then be used to participate in online gaming and live sports betting opportunities, and to spend their Gambit winnings on a variety of growing incentives. All activity is centralized at www.gambitrewards.com, creating a single hub for Loyalty Gaming across the entire rewards landscape. Gambit's early investors include well-known gaming executives and entrepreneurs, Matt Davey and David VanEgmond.

According to Grandview Research, the global online gambling market is forecasted to reach US$112.1B in 2025, up from US$64.1B in 2020. This rapid growth is being driven in part by the rising popularity of digital sports betting in the United States, which began in 2018 after the Supreme Court struck down a federal ban. Sports betting is now live in 23 states and the District of Columbia, including New York, where mobile sports wagering officially began on January 8 of this year. According to Goldman Sachs, the US online sports betting industry could reach US$39B by 2033. Media companies - from Fox to Sports Illustrated - have already cut deals with sports betting companies, as has every major sports league - from the NFL to the PGA. Even major household brands, such as Disney have announced aggressive expansion into the industry given the unprecedented wave of support amongst its fans.

Terms of the Transaction

Pursuant to the Acquisition Agreement, upon Closing, Snipp has purchased all of the issued and outstanding common shares of Gambit Digital Promotions Inc. from the Vendors in consideration for US$5 million of which US$0.3 million has been paid in cash and US$4.7 million has been paid with 20,524,925 common shares of Snipp to the Vendors (the "Snipp Consideration Shares"). The Snipp Consideration Shares were issued at a deemed price of C$0.2903 being the 10-day trailing volume weighted average price of the common shares of Snipp on the TSX Venture Exchange (the "TSXV") prior to the date of announcement on January 11, 2022.

All Snipp Consideration Shares issued in connection with the Transaction are subject to a statutory hold period under applicable Canadian securities laws which will expire four months and one day after issuance and further to contractual lock-up agreements entered into with each of the Vendors (the "Lock-Up Agreements"). Under the terms of the Lock-Up Agreements, the Snipp Consideration Shares are restricted from transfer and will be released over a twelve (12) month period and in accordance with the following schedule: (i) 33.33% of the Snipp Consideration Shares will be released on the date that is four months and one day from the date of the Closing; and (ii) the balance 66.67% of the Snipp Consideration Shares will be released in equal installments over the subsequent eight (8) months. There are no finder's fees or long-term debt associated with the completion of the Transaction. In addition, the Vendors may also qualify for additional consideration in the form of an earn-out over the next 3 years based on achieving certain revenue milestones at predefined margins, which earn-out can, at the sole discretion of the Company be paid out in cash or in common shares of Snipp priced at the 90-day trailing volume weighted average price of the common shares of Snipp on the TSXV prior to the last day of the applicable earn-out year.

Atul Sabharwal, Founder and CEO of Snipp stated: "Since announcing the proposed acquisition of Gambit, a trailblazer in the Loyalty Gaming sector, we have received a flurry of interest from leading players in the iGaming and Sports Betting industry in America. As previously announced, one of the strategic rationales of this acquisition was the opportunity to license our SnippCARE (Customer Acquisition, Retention and Engagement) Platform to an entirely new industry - the iGaming and online sports betting industry, but also to the related traditional casino-entertainment vertical. We are excited by the depth and quality of some of the conversations that we are now having with some of the leading players in these industries. These were largely the result of our acquisition of Gambit and we are confident we will see resulting near term revenue opportunities for our SnippCARE Platform as a result. In addition, we have also already completed a base integration with Gambit's Loyalty Gaming Platform and have commenced offering Gambit Token Gift Cards as an integral part of the SnippREWARDS module thereby providing our existing clients with access to a truly unique reward-experience that taps into the online gaming & sports betting super trend. We are now the exclusive avenue through which our roster of Fortune 500 clients (and other permitted resellers) can incentivize their customers with gift cards to engage in iGaming and sports betting on the Gambit Loyalty Gaming platform. Since announcing the acquisition Gambit has also gained further distribution into new resellers and we look forward to sharing the completion of the integrations with these new resellers in the coming months as they bring the Gambit card online within their networks."

Richard Pistilli, Gambit CEO stated: "We have witnessed a very positive response from the market since joining the Snipp family. In January, we launched a first-of-its-kind joint promotion with a leading gaming operator across live sports bars during the Superbowl. We are also now working with several of the largest digital gift card networks, as well as our first major partner in the consumer survey and incentives space. We expect to add dozens of new rewards programs to our platform over the coming months as we leverage the Snipp network and expertise to accelerate our go-to-market strategy."

About Snipp:

Snipp Interactive Inc (TSX-V: SPN; OTCPK: SNIPF) is a Platform-as-a-Service (PaaS) company in the global loyalty and promotions sector. Snipp's proprietary and modular SnippCARE (Customer Acquisition, Retention & Engagement) Platform allows its marquee list of Fortune 1000 clients and world-class agencies and partners to use various modules of the Platform to run long-term and short-term programs and promotions, while continually generating and capturing unique zero party data that is invaluable in providing insights to drive sales. SnippCHECK, the Platform's Receipt Processing Module has established itself as the clear industry leader and standard by powering a large majority of all receipt based promotions in North America. SnippLOYALTY, the Platform's full scale modular loyalty engine allows clients the flexibility of deploying all aspects of a standard loyalty program on a case by case basis. SnippREWARDS, the Platform's modular catalogue of digital and physical rewards provides clients with global and easily deployable access to an extensive catalogue of digital and physical rewards. SnippWIN, the Platform's gaming module solves for the implementation and compliance difficulties of offering games of chance and skill on a global basis and allows for the global deployment and administration of legally compliant games of chance and skill. For more information, visit the Company's website at www.snipp.com.

Snipp is headquartered in Vancouver, British Columbia, Canada with a presence across the United States, Canada, Ireland, Europe, and India. The Company is publicly listed on the TSXV in Canada and is also quoted on the OTC Pink marketplace under the symbol SNIPF.

About Gambit:

Gambit is a regulator-approved consumer network that integrates loyalty programs with online gaming & sports betting in America. Gambit's platform enables consumers to convert unused loyalty points from across rewards programs into digital play tokens, which can then be used to collect real cash rewards or other prizes from free-to-play games. For more information, visit Gambit's website at www.gambitrewards.com.

FOR FURTHER INFORMATION PLEASE CONTACT:

Snipp Interactive Inc.
Jaisun Garcha
Chief Financial Officer
investors@snipp.com
1-888-99-SNIPP

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, the successful integration of Gambit into Snipp's business and the synergies gained from the completion of the Transaction, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including: the successful integration of Gambit into Snipp's business and the synergies gained from the completion of the Transaction. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: changes in law; the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; a novel business model; dependence on key suppliers and local partners; competition; the outcome and cost of any litigation; as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward -looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law. The Company's results and forward-looking information and calculations may be affected by fluctuations in exchange rates.

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 release.

Copyright Snipp Interactive Inc. All rights reserved. All other trademarks and trade names are the property of their respective owners.

SOURCE: Snipp Interactive Inc.

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FAQ

What is the significance of Snipp's acquisition of Gambit (SNIPF)?

The acquisition allows Snipp to integrate loyalty programs with online gaming, tapping into a rapidly growing market.

How much did Snipp pay for Gambit and how was it structured?

Snipp paid US$5 million for Gambit, including US$0.3 million in cash and US$4.7 million in shares.

What opportunities does Snipp expect from the acquisition of Gambit (SNIPF)?

Snipp expects new revenue opportunities through enhanced services and partnerships in the iGaming sector.

How does Gambit's loyalty program work in relation to online gaming?

Gambit's platform allows users to convert loyalty points into play tokens for online gaming and sports betting.

What are the projected growth figures for the online gambling market?

The global online gambling market is expected to reach US$112.1B by 2025, driven by the rise of digital sports betting.