CONTAGIOUS GAMING EXECUTES SHARE PURCHASE AGREEMENT TO ACQUIRE ESTABLISHED UK ONLINE BINGO PROVIDER CHELBIS
Further to the news release on Dec. 8, 2014, announcing the signing of an agreement to acquire Chelbis Company Ltd., Contagious Gaming Inc. has entered into a definitive share purchase agreement to acquire all of the issued and outstanding securities of Chelbis Company Ltd. (Malta) and Chelbis Company Ltd. (Isle of Man). The acquisition will require an initial payment of 3,825,000 common shares issued at a price of 80 cents and cash consideration of 400,000 British pounds on closing. The company is also required to make a payment equal to 21.43 per cent of Chelbis's 2014 net profit subject to certain adjustments, not to exceed 150,000 British pounds, on Dec. 31, 2015, and amount equal to 21.43 per cent of Chelbis's 2014 net profit subject to certain adjustments, not to exceed 150,000 British pounds, by the date that is six months from the deadline for the second cash payment. Furthermore, the company is required to make earn-out payments equal to one times Chelbis's 2015 net profit and Chelbis's 2016 net profit. Chelbis will be delivered with unrestricted cash equal to or exceeding 300,000 British pounds.
The acquisition is subject to certain closing conditions, including regulatory approvals.
In addition, the company announces that it granted 3.9 million incentive stock options dated Sept. 19, 2014, to directors, officers, employees and consultants of the company pursuant to the closing of the company's reverse takeover, as approved by shareholders Aug. 1, 2014. Each option is exercisable to purchase one common share of the company until Sept. 19, 2019, at a price of 40 cents per common share.
