Playmaker Capital Inc. Announces Platform Acquisition of Leading iGaming Affiliate Operator Wedge Traffic

By: Playmaker Capital Inc. via Business Wire

October 18, 2022 at 07:30 AM EDT

Wedge Traffic becomes Playmaker’s first affiliate platform business; diversifies revenue generating capabilities and increases US market exposure; provides sports fans with exclusive and contextual sports betting and casino offers to enhance their iGaming experience; adds significant revenue and EBITDA

Playmaker Capital Inc. (TSXV: PMKR) (“Playmaker”) the digital sports media company that delivers authentic content experiences through its portfolio of sports media and technology brands, announced today that it has acquired Wedge Traffic Limited dba Wedge (“Wedge”) to enhance its iGaming and affiliate presence in the U.S. market. Wedge’s technical and affiliation expertise, combined with Playmaker’s ecosystem of highly engaged sports fans, will create significant value for online sportsbooks and casino operators that are vying to acquire and retain customers, and facilitate a safe and fulfilling iGaming user experience.

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PMKR Acquires Wedge Traffic (Photo: Business Wire)

There are currently 21 US States, as well as the District of Columbia and the province of Ontario, Canada, with regulated mobile sports betting operational in North America. Additional States including Ohio, Maine, Maryland, and Massachusetts are on track to launch online sports betting activity in the near-term. By 2026, the US sports betting and online casino market is projected to generate revenue of US $24 billion, an increase of 213% over 2021.¹

Although sports betting has experienced rapid growth since the Professional and Amateur Sports Protection Act (PASPA) was lifted in 2018, widespread adoption remains in its early days as over half of US States, including Florida, California, and Texas which account for approximately 90 million people, have yet to regulate sports betting and iGaming. With the acquisition of Wedge, Playmaker is evolving from a pure digital sports media business to also becoming a leading affiliate for the newly regulating iGaming industry across the U.S. and Canada. Additionally, the expertise that Wedge brings to Playmaker will be leveraged for the newly regulating Latin American markets.

Wedge employs unique and proprietary user acquisition tactics and owns and operates eight web properties specifically curated to deliver its audiences directly to regulated online sportsbook and casino operators. With a core focus on the U.S. market, Wedge properties display real time state-by-state promotions, welcome bonuses, and one-time offers, among other opportunities related to long-term betting lines. Through safe play content, such as actionable insights and strategies, Wedge is facilitating a fun and engaging experience while also fuelling the growth of online gaming by offering sportsbooks and casinos targeted user acquisition channels. Founders Dan Kersh and David Copeland will join Playmaker’s senior leadership team and provide a net-new expertise in iGaming affiliation, a key vertical that Playmaker has planned to further activate.

The addition of Wedge enhances Playmaker’s ability to meet increasing demand for sports betting and casino content. Playmaker has identified affiliation as a gap in its value proposition to serve as a valuable partner to iGaming operators. Wedge’s high visibility calls to action drive outsized user conversion, resulting in highly targeted marketing campaigns for Playmaker’s partners and relevant offers for Playmaker’s users. By introducing a new centre of excellence in affiliation, Playmaker will also be able to supplement current revenue streams derived from its pure sports-centric media brands to generate higher revenue per user from online operators.

“We have been very clear that creating a centre of excellence in affiliate was key to rounding out our offering as a leading sports media business,” said Jordan Gnat, Playmaker CEO. “We look to super-serve all of our partners, and Wedge allows us to better serve critical customer segments, sports betting and iGaming operators. The team at Wedge is superb and we could not be happier having them join our family. Dan, David, Ryan and their team have worked together for years and they have quickly built relationships within Playmaker over the past few months. This gives us great confidence that we can win together, leveraging the assets and expertise already present in our Playmaker ecosystem.”

Wedge has built a significant presence in the U.S. and is currently active in 16 states and in the province of Ontario. Wedge’s widespread footprint minimizes reliance on any single geography and positions the business to capture additional tailwinds as North American markets continue to open up and mature. Wedge currently has affiliate marketing relationships with 15 online sportsbooks and casinos, ensuring that its platforms supply a significant number of new and recurring customers, including a portion of the 46 million Americans – 18% of the US population – that intend to place sports bets this year, to North America’s largest iGaming operators. ²

The acquisition of Wedge is another example of Playmaker executing its strategy of acquiring profitable businesses that offer a new core competency to the Playmaker ecosystem. Wedge is Playmaker’s 15^th acquisition since April 2021 and will immediately position Playmaker to pursue other growth opportunities across the entire organization.

“Outside of the fact that Playmaker’s diverse portfolio of brands will directly complement our business, there were two key reasons for making the decision to join the Playmaker family,” said Dan Kersh, Wedge CEO. “Firstly, they understand how to support and accelerate data driven marketing within the iGaming sector. Secondly, and perhaps of even greater importance, they appreciate the value of creating a winning culture and how it must be considered the heartbeat of any successful business.”

TRANSACTION DETAILS

Pursuant to the terms of a share purchase agreement dated October 17, 2022, Playmaker acquired 100% of the shares of Wedge for aggregate consideration of approximately U.S.$31.2 million (the “Transaction”). The purchase price consideration consisted of a cash payment on closing of U.S. $8.5 million, the issuance on closing of 3,694,933 Playmaker common shares (the “Playmaker Shares”) priced at CAD$0.75 per Playmaker Share, and contingent consideration of approximately U.S.$20.7 million. The contingent consideration consists of two separate earn-out payments in an aggregate amount of approximately U.S.$16.7 million (the “Earn-out Consideration”), payable to the sellers upon achieving certain revenue and EBITDA targets in each of the 12-month periods ending December 31, 2023 and December 31, 2024. The Earn-out Consideration is payable through a combination of cash and common shares of Playmaker (the “Earn-out Shares”), subject to the approval of the TSXV, and provided that the maximum number of Earn-out Shares issuable to satisfy the Earn-out Consideration is equal to an aggregate of 16,812,307 Earn-out Shares. Additionally, as part of the contingent consideration, the sellers are eligible for two separate deferred cash payments of U.S.$1.5 million and U.S.$1.0 million if certain EBITDA thresholds are achieved in each of 2023 and 2024, respectively, and two separate milestone payments of U.S.$750,000 each if certain revenue thresholds are achieved at any time following closing.

In connection with closing of the Transaction, an arm’s length financial advisor of the vendors shall be entitled to 1.75% of the aggregate consideration payable to the vendors pursuant to the terms of a commission agreement between Wedge and the financial advisor. All payments to the Financial Advisor shall come out of the consideration otherwise payable to the vendors, and include the same proportions of cash and common shares of Playmaker. In addition, an arm’s length financial advisor to Playmaker shall be entitled to a fee equal to 2.5% of the aggregate consideration payable to the vendors pursuant to the terms of a letter agreement between Playmaker and the financial advisor.

TSX VENTURE EXCHANGE DISCLAIMER

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

FORWARD LOOKING STATEMENTS

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Playmaker’s current expectations regarding future events. The words “will”, “expects”, “anticipates”, “believes”, “plans”, “intends” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specific forward-looking information contained in this press release includes, but is not limited to, statements relating to (i) the benefits expected to result from the acquisition of Wedge by Playmaker, (ii) the future performance of Wedge, including the achievement of certain earn-out targets and its continued expansion and growth and (iii) other statements that are not historical facts. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Playmaker’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Playmaker undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

ABOUT WEDGE

Based in Glasgow, Scotland, Wedge is an affiliate marketing business that was founded in 2019 by Dan Kersh and David Copeland. In the year ended December 31, 2021, Wedge generated revenue of US $2.9 million and net income before interest, taxes, depreciation amortization (“EBITDA”) of US $1.7 million. For the twelve months ended June 30, 2022, Wedge generated revenue of US $5.5 million and EBITDA of US $3.1 million.

ABOUT PLAYMAKER CAPITAL INC.

Playmaker Capital Inc. (TSX-V: PMKR; OTC: PMKRF) is a digital sports media company that acquires and integrates premier fan-centric media brands, curated to deliver highly engaged audiences of sports fans to tier one advertisers, online sports betting operators, and sports federations and leagues. Leveraging its in-house technology stack, Bench, and with a 360-degree view of sports fans, Playmaker delivers authentic digital content experiences for sports fans and best-in-class results for its partners across the Americas.

For more information, visit: http://www.playmaker.fans or contact Playmaker Chief Executive Officer Jordan Gnat via email jgnat@playmaker.fans. |T: (416) 815-4993.

To sign up for Playmaker’s Investor Alerts, visit: playmaker.fans/investors.

¹ Action Network, US sports betting & iGaming markets projected to hit $24.3 billion by 2026, 19 July 2022

² Front Office Sports, Record 46.6M Bettors Plan To Wager on NFL This Season, 7 September 2022