Seven Aces Limited Acquires Additional Gaming Contracts and Skill-Based Terminals

TORONTO ON / ACCESSWIRE / December 20, 2019 / Seven Aces Limited (the "Company") (TSXV:ACES) is pleased to announce that its 70% owned subsidiary, Lucky Bucks, LLC ("Lucky Bucks"), has entered into an agreement with Shivbhakti, Inc. ("Game Vendor") on December 20, 2019 (the "Agreement"). Under the Agreement, Lucky Bucks has agreed to acquire 160 gaming contracts and associated skill-based digital gaming terminals from Game Vendor, a digital skill-based gaming terminal operator based in the U.S. State of Georgia, in exchange for cash consideration of US$32.5 million payable on closing, with potential additional payments post-closing as more particularly described below (the "Acquisition"). The gaming contracts to be acquired under the Agreement are fully-licensed and governed by the Georgia Lottery Corporation and offer players a variety of skill-based coin-operated amusement machines.

The purchase price for the Acquisition is expected to be US$32.5 million on closing, with potential additional post-closing payments which could result in the aggregate consideration payable increasing to a range of US$36 million to US$38 million (as currently best estimated by Lucky Bucks) in the event of the satisfaction of certain conditions related to post-closing revenue generation. Any such post-closing payments, if made, would be payable by Lucky Bucks on or before the date that is 12 months from the date of the closing of the Acquisition. The Corporation expects to finance the purchase price of the Acquisition with its previously-announced available financing. The Agreement contains representations, warranties and termination provisions that are customary for a transaction of this nature.

The Acquisition is an arm's length transaction and completion of the Acquisition is subject to a number of conditions precedent, including but not limited to receipt of approval from the TSX Venture Exchange and the Georgia Lottery Corporation. Closing of the Acquisition is expected to occur in the first quarter of 2020.

About Seven Aces Limited

Seven Aces Limited is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.

Additional information about the Company is available online at www.sevenaces.com.

For further information please contact:

Manu Sekhri
Chief Executive Officer, Director
Tel. (416) 477-3414
manu@sevenaces.com

Stephanie Lippa
Office Manager
Tel. (416) 477-3411
stephanie@sevenaces.com

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements or "forward-looking information" within the meaning of applicable Canadian securities laws ("forward-looking statements"). Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or describes a "goal", or variation 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.

All forward-looking statements reflect the Company's beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company's forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the following: the digital gaming terminals being fully-licensed by the Georgia Lottery Corporation, the continuation of the Company's consolidation strategy in the Georgia gaming market, the growing footprint of Seven Aces in the Georgia gaming market, generating value for the shareholders of the Company, the regulatory regime governing the business of Seven Aces in Georgia, the exchange rate between the U.S. dollar and Canadian dollar, the ability to grow the business and delivering returns for shareholders, the availability of high growth, high margin opportunities, continuing to add high performing locations and the execution of the Company's business strategy and acquisition pipeline, the performance of acquired digital skill-based gaming terminals after the closing of the Acquisition, the ability of the Company to accurately estimate the quantum of any post-closing payments in connection with the Acquisition.

Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the Company's ability to continue to execute a growth strategy through acquisitions and the Company's ability to generate higher margins and significant growth in cash flows. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. 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 statements.

The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws.

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

SOURCE: Seven Aces Limited

ReleaseID: 571022