• Formal takeover offer for Royal Wins PTY Ltd. filed in Australia
  • Planned private placement of $4.5M at $0.30 per unit

Toronto, Ontario – March 1, 2021 – 10557510 Canada Corp. (“Canada510” or the “Company”) is pleased to announce that it has executed a takeover implementation deed and formally lodged an offer (the “Offer”) to acquire all issued and outstanding shares of Royal Wins PTY Ltd (“Royal Wins”). The Company filed its Bidder’s Statement detailing the terms of the offer with the Australian Securities and Investments Commission (“ASIC”) and subsequently mailed the required documentation to all shareholders of Royal Wins on February 26, 2021. Through this acquisition, Royal Wins – the first fully Licensed, Pure Skill, real money gaming platform in the World – will provide Canada510 with instant, operational wagering capabilities in over 140 countries around the world.

Key Acquistion Details

The acquisition of Royal Wins is expected to close on or around March 31, 2021. Under the terms of the Offer, Canada510 will acquire up to 100% of the issued and outstanding shares of Royal Wins for consideration of 75,517,445 Common Shares of the Company (the “Share Consideration”) valuing Royal Wins at $22.6-million (AUD 23-million) on the basis of one one-half of one common share of Canada510 for each ordinary share of Royal Wins outstanding. The minimum tender condition is 90% of the outstanding shares and if this is reached and the Offer is completed, applicable law in Australia allows the Company to acquire the remaining shares on the same terms.

As part of the acquistion, Canada510 has agreed to increase the Company’s board to five members (from the current four members). Further, two of the Company’s current Directors have agreed to step down to allow Royal Wins to nominate a total of three Directors to join the the remaining two current Directors of the Board.

At the meeting of Canada510 Shareholders held on January 12, 2021, the Company received the necessary approvals to change the Company’s name – which will be effected in prior to the completion of the Offer and to split the common shares of the Company on a basis of 2 new common shares for each issued and outstanding old common share. This split of shares was completed and announced on February 26, 2021 following a Record Date of February 24, 2021. \

Royal Wins PTY Ltd Highlights:

  • Royal Wins is the first licensed real money, Pure Skill gaming platform
  • 36 hypercasual games and AI-supported platform developed completely “in house”
  • Pro forma CAD$10.4 million in revenues expected in the 2021/22 fiscal year

Royal Wins is an innovative digital games studio pioneering skill game wagering and betting on mobile casual games. Established in 2014, Royal Wins designs, develops and operates real money wagering skill games, to disrupt and dominate the online gaming space such that all players of legal age can play and win life-changing jackpots and prizes on their skill instead of only on chance and odds. Royal Wins developed advanced gaming platforms, wagering algorithms and proprietary intellectual properties to champion the creation of real money games of skill – significantly in the areas of dynamically maintaining the Return to Player (RTP), difficulty balancing, global and progressive jackpots in skill wagering games.

Royal Wins has released a suite of pure skill mobile games on Android and iOS mobile/tablet platforms via their skill gaming app, the Kash Karnival.

Royal Wins founders and the management team are gaming veterans, thought leaders and industry leading developers. They bring an operational expertise rarely found in the upstart public markets and together with their Directors and Advisors, Royal Wins is equipped for strong business growth in online gaming and eSports.

Royal Wins Key Drivers:

  • Royal wins is the first licensed real money pure skill gaming platform (Kahnawake Gaming Commision)
  • License allows Royal Wins to legally operate in over 140 countries
  • Gaming portfolio over over 36 games with two (2) new games released per quarter
  • Proprietary AI technology built by Royal Wins.
  • 1.6 million global subscribers and growing
  • Pro-forma Revenues of CAD$10.4 million during fiscal year 2021/22

Royal Wins Management:

Peter Gan, President & Chief Executive Offiver, Director: Mr. Gan holds an Engineering degree (Hons) and Master of Business Administration from the University of New South Wales, Australia. He is registered to provide financial advice and deal in securities (RG 146 and RG 105) and is currently reading Law at the University of Sydney, Australia. He has held Senior Executive roles over the last 15 years in publically listed companies (ASX, AIM, PLUS), private and institutional fund companies. Mr. Gan has expansive experience leading small to medium sized companies in multiple industries including online gaming, energy markets, technology start-ups and financial services. His experience comprehensively straddles the capital markets and corporate management.

Robert Fong, Chief Operating Officer and Director: Mr. Fong holds degrees in Architecture (Bachelor and Masters) Hons) from the University of New South Wales, Australia. He has lectured extensively on the subject and was named one of Australia’s top 40 architects under 40 in 2006.

His technology career has been decorated with senior management success including positions held with Frankfurt based E-Gal and E-Dynamics Group based in Switzerland. Mr. Fong founded and oversaw Morf Media, which was selected as one of 3 start-ups from Australia backed by Price Waterhouse Coopers to attend the Global Technology Conference in Palo Alto in 2012.

John-Claude Petter, Director: Mr. Petter is the retired CEO of private banking corporation Julius Baer Group AG, founded and based in Switzerland. Established as a traditional private bank, it provides investment management, real estate financing, wealth management, and select offerings in sales and trading based on an open and managed architecture. Located in 28 countries, Julius Baer employs a staff of over 6,700 worldwide.

Mr. Petter currently serves as the Vatican’s Ambassador to Dubai.

Private Placement

Canada510 also announces two non-brokered private placements totalling 15,000,000 units (“Units”) in a combination of Equity Units and Subscription Receipts at a price of $0.30 per Unit for a gross proceeds of $4,500,000. Each Unit will consists of one (1) common share and one half of one (½) common share purchase warrant. Each full warrant will entitle the holder to purchase one additional common share at a price of $0.40 for a period of twenty-four (24) months from the date of issue.

The Company will pay finders’ fees consisting of 7% cash and 7% non-transferable broker warrants in connection with the financings. The use of proceeds will be used for funding of game development, consumer acquisition, and general working capital purposes.

For more information please contact:

10557510 Canada Corp.:
Nicholas Konkin
Communications Director
Phone: 1 416 642 1807, ext 312
E-mail: investors@grovecorp.ca

Forward Looking Statements

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company’s filings with Canadian securities regulators. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward-looking statements.

Forward-looking statements may include, without limitation, statements regarding the Company’s unaudited financial results and projected growth.

Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are subject to inconsistent legislation and regulation; change in laws; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and recreational-use marijuana industry and; regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. 1055710 Canada Corp. disclaims any intention or obligation to update or revise such information, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.

No securities regulator or exchange has reviewed, approved, disapproved, or accepts responsibility for the content of this news release.