FansUnite Completes CAD$2.0 Million Private Placement

FansUnite Entertainment Inc. (OTC: FUNFF) (FSE: 4UY) ("FansUnite" or the "Company"), is pleased to announce the closing of a non-brokered private placement (the "Private Placement") pursuant to which the Company issued 359,557,912 common shares (the "Common Shares") at a price of CAD$0.005562 per share for aggregate gross proceeds of CAD$2,000,000. The Company intends to use the net proceeds raised from the Private Placement for general corporate and working capital purposes.

Certain insiders of the Company, Tekkorp Consolidated Holdings LP ("Tekkorp Consolidated") and the Company's Chief Executive Officer, have respectively acquired 265,173,959 Common Shares and 1,797,790 Common Shares under the Private Placement. The insiders' participation in the Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under Sections 5.5(b) (Issuer Not Listed on a Specified Market) and 5.7(b) (Fair Market Value Not More Than $2,500,000), respectively, of MI 61-101.

The Company did not file a material change report more than 21 days before the closing date of the Private Placement as the details of the Private Placement and the participation of related parties were not settled until shortly prior to the closing of the Private Placement, and the Company wished to close the Private Placement on an expedited basis for sound business reasons. The board of directors of the Company, including the independent directors, unanimously determined that the Private Placement is in the Company's best interests and unanimously approved the Private Placement. There has been no prior formal valuation of the Common Shares issued as there has not been any necessity to do so.

The Common Shares issued pursuant to the Private Placement are subject to a statutory hold period of four months plus one day from the date of completion of the Private Placement, in accordance with applicable securities legislation. The Common Shares issued pursuant to the Private Placement 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

EARLY WARNING REPORTING

Tekkorp Consolidated is a limited partnership of which the sole general partner is a corporation owned and controlled by Matthew Davey. In addition, Matthew Davey is the sole shareholder of Tekkorp Holdings LLC ("Tekkorp Holdings") and has an interest in Tekkorp Consolidated. Tekkorp Consolidated, Tekkorp Holdings and Matthew Davey (collectively, "Tekkorp Group") may be considered joint actors under applicable securities laws.

Tekkorp Consolidated acquired 265,173,959 Common Shares on December 31, 2025 under the Private Placement. Prior to the Private Placement, Tekkorp Group beneficially owned and controlled 91,940,140 Common Shares held by Tekkorp Holdings, representing approximately 25.6% of the issued and outstanding Common Shares. Upon completion of the Private Placement, Tekkorp Group beneficially owns and controls a total of 357,114,099 Common Shares, representing approximately 49.7% of the issued and outstanding Common Shares.

The Common Shares acquired by Tekkorp Group are held for investment purposes. Tekkorp Group and any joint actor may, from time to time, acquire or dispose of ownership or control or direction over some or all of the securities of the Company depending on a number of factors, including, without limitation, general market and economic conditions and other investment and business opportunities available. Depending on market conditions, general economic and industry conditions, the Company's business and financial condition and/or other relevant factors, Tekkorp Group may develop other plans or intentions in the future relating to the Company.

A copy of the early warning report filed by Tekkorp Group in connection with the Private Placement will be available on FansUnite's profile on SEDAR+ at www.sedarplus.ca. The address of Tekkorp Group is 1980 Festival Plaza Dr, Suite 300, Las Vegas, Nevada 89135.

###

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking information" which may include, but is not limited to, ‎information with respect to the activities, events or developments that the Company expects or anticipates ‎will or may occur in the future. Such forward-looking information is often, but not always, identified by the ‎use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," ‎‎"forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words ‎and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be ‎taken, occur or be achieved. Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by FansUnite as of the date of such statements, are inherently subject to significant uncertainties and contingencies. These uncertainties and contingencies can affect, and could cause, FansUnite's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, FansUnite. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward-looking information. The ‎Company undertakes no obligation, except as otherwise required by law, to update these forward-looking ‎statements if management's beliefs, estimates or opinions, or other factors change.‎

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279321