MONTREAL, May 01, 2023 (GLOBE NEWSWIRE) -- React Gaming Group Inc. (“ React Gaming ” or the “ Corporation ”) (TSXV: RGG, OTCQB: ITMZF) announces that, further to its December 12, 2022 press release, it has completed its obligation pursuant to its debt settlement with Livestream Gaming Ltd, eliminating all remaining obligations in regard to the LOOT.BET acquisition.

Private Placement

The Corporation also announces a non-brokered private placement (the “ Private Placement ”) of units of the Corporation (the “ Units ”) at a price of $0.06 per Unit, for gross proceeds of up to $4,000,000.

The Private Placement consists of a maximum of 66,666,667 units (the “ Units ”) at a price of $0.06 per Unit, with each Unit made up of one common share of the Corporation (each, a “ Share ”) and one common share purchase warrant (each, a “ Warrant ”), each Warrant entitling its holder to acquire one Share at a price of $0.10 for a period of 48 months following the closing of the Private Placement

The proceeds of the Private Placement will be used primarily for working capital purposes. All securities issued under the Private Placement will be subject to a hold period that will expire four months and one day from the date of the applicable closing of the Private Placement. The Private Placement is subject to the approval of the TSX Venture Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Change of auditors

The Corporation also announces that Macias Gini & O’Connell LLP has resigned as auditor of the Corporation. No reason was provided by the auditor in its notice to the Corporation for its resignation. The auditor's resignation has been accepted by the board of directors and the Corporation is finalizing the process of appointing a successor auditor.

Board change

The board of directors has also accepted the resignation of Art Manteris and Jessica Di Rito as directors of the Corporation. The Corporation wishes to thank them for their contribution over the years. The Corporation is in the process of searching for new board members.

Delay in filing annual financial statements

Due to the timing of the change of auditors, the Corporation is not in a position to file its consolidated audited financial statements by May 1, 2023. As a result the Corporation applied for a temporary management cease trade order (“ MCTO ”) under National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults (“ NP 12-203 ”), which, if granted, will prohibit trading in securities of the Corporation by the Chief Executive Officer, the Chief Financial Officer and each director of the Corporation until such time as the required filings and all continuous disclosure requirements have been filed by the Corporation and the MCTO has been lifted. During the period in which the MCTO is effective, the general public will continue to be able to trade in the Corporation’s listed securities. There is no guarantee or assurance that the MCTO will be granted.

Previous private placement

Further to its news releases dated October 24, 2022 and November 28, 2022 (the " Previous News Releases "), the Corporation advises that the previously mentioned second tranche to its non-brokered private placement (the " 2022 Private Placement ") of Units (as defined in the Previous News Releases) at $0.10 was not completed and therefore terminated. Under the 2022 Private Placement, the Corporation sold 6,350,000 Units for gross proceeds of $635,000, and paid to three eligible arm's length finders an aggregate of: i) $12,600 cash fee; and ii) 16,800 Finder Warrants (as defined in the Previous News Releases).

About React Gaming Group
React Gaming Group (TSXV: RGG) (OTCQB: ITMZF) is a publicly traded holding company that stands at the forefront of the esports and iGaming industry. By investing in innovative technologies that enhance tournaments, teams, and wagering, we provide our users with gaming platforms that produce non-stop action, exciting outcomes, and unparalleled enjoyment. Through the use of intelligent data, we also connect our sponsors to robust communities within the rapidly evolving industry, ensuring maximum engagement and substantial reward. For more information, please visit us at reactgaming.ca and follow us on LinkedIn , Twitter , Instagram and YouTube .

Forward-looking statements
This news release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations, and include but are not limited to the statements regarding the completion of the Private Placement, payment of a finder’s fee in connection with the Private Placement, the securities to be issued under the Private Placement, closing the Private Placement in tranches, the offering jurisdictions of the Private Placement, effecting the Share Consolidation, mailing of the information circular, and receipt of approval from the TSXV with respect to the Private Placement and Share Consolidation. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. The Corporation’s statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of the Corporation’s control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Corporation’s activities, including: that the Corporation’s assumptions in making forward-looking statements may prove to be incorrect; general adverse market conditions and competition; the inability to finance operations and/or obtain any future strategic investment necessary to implement new technologies; the inability to build a sustainable, conscientious company with a stronger presence online through new products in esports and gaming; the inability to obtain, or maintain, gaming license(s); and that market conditions related to the COVID-19 pandemic may negatively affect the outcome of the business or operations of the Corporation, including its results and financial condition. Except as required by securities law, the Corporation does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

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