LottoGopher Holdings Inc. (CSE: LOTO) (OTCQB: LTTGF) (FSE: 2LG) (“LottoGopher” or the “Company”), a lottery messenger service that allows users to easily order and manage their state lottery tickets online and operator of FreeLotto.com, a sweepstakes website and one of the largest online marketing and free member acquisition companies in the world, today announced the signing of a non-binding letter of intent (the “LOI”) to amalgamate and combine its business (the “Transaction”) with Bravio Technologies Limited.
LottoGopher Holdings Inc. (CSE:LOTO, OTCQB:LTTGF, FSE:2LG) (“LottoGopher” or the “Company”), a lottery messenger service that allows users to easily order and manage their state lottery tickets online and operator of FreeLotto.com, a sweepstakes website and one of the largest online marketing and free member acquisition companies in the world, today announced the signing of a non-binding letter of intent (the “LOI”) to amalgamate and combine its business (the “Transaction”) with Bravio Technologies Limited (“Bravio”). If the Transaction is completed, LottoGopher would acquire all of the issued and outstanding shares of Bravio in exchange for shares of LottoGopher. The Transaction is expected to constitute a reverse takeover of LottoGopher and the newly combined company is expected to be named “Bravio Technologies.” The definitive share exchange ratio will be determined by LottoGopher and Bravio following due diligence and in connection with entering into definitive documentation.
As a result of the Transaction, the operations of Bravio and LottoGopher will be combined to provide the newly formed enterprise with faster and deeper market penetration across all business verticals. The verticals include LottoGopher’s lottery messenger service, Bravio’s commercialized music App, social App, fantasy sports platform, sports foundation lotteries and its own global messenger service. In addition, LottoGopher’s recent acquisition of PlasmaNet with its unique lottery delivery and sales platform – Freelotto.com – will add a significant acquisition model to the Bravio assets. Freelotto.com is a proven direct marketing website that offers both free memberships as well as a paid subscription service for its daily sweepstakes games, attracting over 65 million members and billing over USD $145 million in credit card transactions to date. Currently, Freelotto.com boasts over 7.3 million unique visitors per month. The combined enterprise will create a global technology business with sophisticated technology, revenue generating assets and vast industry knowledge.
Upon completion of the Transaction, it is anticipated the board of directors of “Bravio Technologies” will consist of up to five (5) members, with the officers being James Morel, David van Herwaarde, Paul Carroll and such other persons as designated by the board.
The LOI is non-binding and there is no assurance that the Transaction contemplated by it will be completed as proposed or at all. The completion of the Transaction is subject to customary conditions precedent including, among other things: (i) completion of satisfactory due diligence by each of Bravio and LottoGopher, (ii) negotiation of a definitive agreement and the entering into of a binding definitive agreement in connection with the proposed transaction; (iii) receipt of all required corporate approvals from the board of directors and all regulatory and shareholder approvals, as applicable, by each of Bravio and LottoGopher; and (iv) any required third-party consents.
Bravio and LottoGopher have agreed to an exclusivity period in the LOI ending on September 14, 2018, or such other date as the parties may mutually agree, with a view to entering a definitive agreement with respect to the Transaction on or before September 14, 2018.
The Transaction will be an arm’s length transaction. No finder’s fees are payable in connection with the Transaction.
About Bravio Technologies
Bravio offers users access to a diversified portfolio of consumer entertainment products & services, combining digital entertainment expertise and consumer accessibility via some of the world’s largest mobile and data networks. Bravio’s products include music streaming, social-dating application and an international Lottery purchasing platform with a deep pipeline of various skill-based entertainment games. Bravio’s accessibility to its 200M + consumer and billing network allows it to undertake large scale international rollouts of new products and services. For more information on Bravio visit: braviotech.com
LottoGopher is a lottery messenger service that allows users to easily order and manage their state lottery tickets online using a debit or credit card. By allowing individuals to choose their numbers and safely order tickets for the official lottery drawings in California, LottoGopher makes it simple for users to keep track of their tickets and winnings. LottoGopher Holdings also owns and operates the FreeLotto.com sweepstakes, online marketing and free member acquisition website. FreeLotto.com has attracted over 65 million members to date and has awarded nearly $100 million in prize money. Since its inception in 1999, FreeLotto members have played over 3.7 billion games. Currently, the FreeLotto website attracts over 7.3 million unique visitors per month and produces over 20,000 small prize winners per month. A global online database company, FreeLotto is a proven direct marketing model that offers free membership and a subscription service for its daily sweepstakes games.
On behalf of the Board of LottoGopher Holdings Inc.
President, CEO & Director
For more information, visit LottoGopher.com, like LottoGopher on Facebook and follow on Instagram, Twitter and LinkedIn. For Investor Information, please visit LottoGopher.com/investor
3807 Wilshire Blvd. Suite 705
Los Angeles CA, USA
This news release contains statements and information that, to the extent that they are not historical fact, constitute “forward-looking information” within the meaning of applicable securities legislation, including statements in respect of the entering into of definitive agreements and completion of the proposed transaction with Bravio. Forward-looking information may include financial and other projections, statements regarding expansion plans, as well as statements regarding future plans, objectives or economic performance, or the assumption underlying any of the foregoing. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. In respect of the Company’s plans to pursue a change of business, risks would include the ability of the Company to obtain additional financing on acceptable terms and to identify and negotiate investment opportunities in cryptocurrency, blockchain technology, and the cannabis sectors. Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company’s management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.
The CSE has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.