Sports Entertainment Gaming Global Media (SEGG) investor relations material

Executive summary

• Completed two strategic acquisitions: PlusEVO Ltd./Spektrum Ltd. for $1.5M in stock and 90% of Nook Holdings Limited for $2.46M, expanding technology and market access in international lottery and sports coworking sectors.

• The PlusEVO/Spektrum deal provides a B2C-focused crypto-friendly casino technology platform, with strict use limitations and a $20,000/month technical support commitment.

• The Nook Holdings acquisition brings a Dubai-based coworking and business services platform for sports, health, and wellness, with 200 licenses and exclusive DMCC partnership, to be rebranded under Sports.com.

Financial highlights

• Consideration for PlusEVO/Spektrum: $1.5M in restricted stock units at $3/share, paid in five installments over 30 months, with price protection and vesting schedules.

• Consideration for Nook Holdings: $2.46M, with $1.47M paid and the remainder due at closing, subject to regional conflict resolution.

• Both deals include non-cash, equity-based payments and structured earnout or price adjustment mechanisms.

Significant events and developments

• The PlusEVO/Spektrum acquisition is structured as a share purchase, with warranties on ownership, non-competition, and B2C market restrictions for the acquired technology.

• The Nook Holdings deal includes a detailed share allocation among multiple sellers and a call option for the buyer to acquire additional shares.

• Both agreements contain confidentiality, anti-disparagement, and further assurance clauses, as well as detailed closing deliverables and board resolutions.