2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken

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2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken
2ND HALF AND FULL YEAR 2018 PRESENTATION
                   CEO Kent Staahle & CFO Shawn Bezzina
2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken
DISCLAIMER
This presentation (the "Presentation") has been produced by River iGaming Plc (the "Company") solely for use at presentations to potential investors and other stakeholders. By reading this Presentation or attending any meeting or oral
presentation held in relation thereto, you (the "Recipient") agree to be bound by the following terms, conditions and limitations. The Presentation is for information purposes only and does not in itself constitute, and should not be
construed as, an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.

Information contained in this Presentation has not been independently verified. None of the Company or any of its parent or subsidiary undertakings or affiliates, or any directors, officers, employees, advisors or representatives of any of
the aforementioned (collectively the "Representatives") make any representation or warranty (express or implied) whatsoever as to the accuracy, completeness or sufficiency of any information contained herein, and nothing contained in
this Presentation is or can be relied upon as a promise or representation by the Company or any of its Representatives. None of the Company or any of its Representatives shall have any liability whatsoever (in negligence or otherwise)
arising directly or indirectly from the use of this Presentation or its contents, including but not limited to any liability for errors, inaccuracies, omissions or misleading statements in this Presentation. The Recipient will be required to
conduct its own analysis and acknowledges and accepts that it will be solely responsible for its own assessment of the Company, the market, the market position of the Company, the Company's funding position, and the potential future
performance of the Company's business and securities.

The Company has not authorized any other person to provide Recipients with any other information related to the Company and the Company will not assume any responsibility for any information other persons may provide.

An investment in the Company involves risk, and several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be
expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market
acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in
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this Presentation. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment.

This Presentation speaks as at the date set out on its front page. Neither the delivery of this Presentation nor any further discussions of the Company with the Recipient shall, under any circumstances, create any implication that there has
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This Presentation contains certain forward-looking statements relating to inter alia the business, financial performance and results of the Company and the industry in which it operates. Any forward-looking statements contained in this
Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts and are subject to risks, uncertainties and other factors that may cause actual results and
events to be materially different from those expected or implied by the forward-looking statements. None of the Company or any of its Representatives provides any assurance that the assumptions underlying such forward-looking
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None of the Company or any of its Representatives have taken any actions to allow the distribution of this Presentation in any jurisdiction where action would be required for such purposes. The Presentation has not been registered with,
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Representatives shall have any responsibility or liability whatsoever (in negligence or otherwise) arising directly or indirectly from any violations of such restrictions.

The Company has not authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of
the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC.

In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to
as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will be available only to Relevant
Persons and will be engaged in only with Relevant Persons.

This Presentation does not constitute an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. In the United States, the securities described herein will (if offered) be offered only to qualified institutional buyers ("QIBs") within the meaning of, and as defined in, Rule 144A under the
Securities Act. Outside the United States, the securities described herein will (if offered) be offered in accordance with Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S).

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts.

                                                                                                                                                                                                                                                 2
2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken
HIGHLIGHTS

                            • River iGaming awarded a Remote Gaming License by Malta Gaming Authority (MGA) in Aug 2018

                            • Improving KPI’s in VegasCasino and preparation for rebranding strategy and integration of game providers and
                              payment solutions
      Operational
                            • Positive revenue development in Mediafusion combined with partnership with Adnuntius

                            • Launched Casonic in Finland in Dec 2018

                            • River UK Casino figures stable with pickup in revenue somewhat delayed

                            • Fourth acquisition announced in Feb 2019: River to acquire Bear Group, incl. the Grizzly platform, and the
Transaction and financing     remaining 30% of River UK Casino
   (subsequent event)       • Obtained financing for the transaction and all other planned investments via a convertible loan from Mercury
                              Group Malta

                            • During the period ended 31 December 2018, the Group sustained a loss amounting to EUR 5,888,263 and had equity
                              amounting to EUR 11,389,191 and a working capital deficiency of EUR 6,050,268.

        Financial           • 2018 was characterised with the set up of various subsidiaries and the completion of business combinations.

                            • Revenue generating operations increased following the completion of the acquisitions and will provide a
                              foundation for growth and sustainability throughout 2019.

                                                                                                                                               3
2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken
AGENDA

            MILESTONES 2018

               STRATEGY

THE TRANSACTION AND THE CONVERTIBLE LOAN

                FINANCE

               APPENDIX

                                           4
2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken
MILESTONES 2018

              First acquisition                    Awarded a Remote
01.01.2018                          06.08.2018                                                    01.12.2018           2H1 2018
              VegasCasino                          Gaming License by          CASONIC launch
                                                   Malta Gaming
                                                   Authority (MGA)
                                                                                                                           “The Engine”
                                                                                                                         Partnership with

  January 2018                                                                                 December 2018                  2019

             Second acquisition:                                                               Fourth acquisition: Bear Group, incl.
                                   Listed on the         Third acquisition: 70% of Gaming      the Grizzly platform, and the
             Mediafusion
                                   Merkur Market         Realms’ B2C assets → named River      remaining 30% of River UK Casino,
                                                         UK Casino                             financed by a convertible loan from
                                                                                               Mercury Group Malta

                      15.02.2018   26.03.18                16.08.2018                                                       21.02.2019

                                                                                                                                            5
2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken
RIGGED FOR GROWTH THROUGHOUT THE VALUE CHAIN

             100%                          100%                       100%

River Game Operations            River Game Intelligence   River Game Technology
             100%                          100%                       100%

Project X

                 From 70% to
               100% as part of
               the transaction
                 announced
                   21.02.19
                                                             Part of the acquisition
                                                              announced 21.02.19

                                                                                       6
2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken
AGENDA

            MILESTONES 2018

               STRATEGY

THE TRANSACTION AND THE CONVERTIBLE LOAN

                FINANCE

               APPENDIX

                                           7
RIVER IGAMING’S VALUE CHAIN FOLLOWING THE ACQUISITION

Game providers / content
                                             Operations                  Affiliates / online
                                                                             marketing

  Gaming technology
                                                                7c

                                                             Customers

   Payment solutions

        River iGaming has successfully positioned itself throughout the value chain
STRATEGY

        VALUE STRATEGY                         PERSONALIZATION

TECHNOLOGY & INNOVATIVE SOLUTIONS
                                                      B2C

  SYNERGY CREATING INVESTMENTS

      BUY & BUILD STRATEGY
                                                      B2B

  STARTUP                        DEVELOPMENT                GROWTH

                                                                     9
RIVER iGAMING B2C

                                                                              *                                               Vegas Casino 2018
                                                                                                               € 1,500,000

                                                                                                               € 1,000,000

                                                                                                                € 500,000

                                                                                                                      €-
                                                                                                                                  Feb               Dec

                                                                                                                                   Deposit   NGR

                                                                                                                             River UK Casino 2018
                                                                                                               £2,000,000

                                                                                                               £1,500,000

                                                                                                               £1,000,000

                                                                                                                £500,000

                                                                                                                      £-
                                                                                                                                  Feb               Dec
Testing phase in selected
markets outside Europe                                                                                                             Deposit   NGR

            * Note: No current operations (i.e. so far in 2019) in Sweden due to pending license application                                              10
RIVER iGAMING B2B - MEDIAFUSION

      Firemedia                                                                      Mediafusion

                                                1                                       2
   Content Drivers:                                Content Drivers:                                 Content Drivers:
       Pengespill                              Pengespill & Vinnersjanser                     Pengespill, Vinnersjanser, X & Y

                                                                                                   Additional B2B Clients:
                                B2B Clients:

                       Visual & Written Content                                               The Engine (Marketing Platform):
                         Programatic/Display                                            Combines all datasources so RIVER can deliver
                                                                                            targeted marketing and customized gaming
                                                                                                          experiences
Digital Marketing directed to the right customer with an additional cost structure

          2018                                                       2019                           Growth in NDC & ROC

                                                                                                                                        11
AGENDA

            MILESTONES 2018

               STRATEGY

THE TRANSACTION AND THE CONVERTIBLE LOAN

                FINANCE

               APPENDIX

                                           12
RIVER ACQUIRES BEAR GROUP, INCL THE GRIZZLY PLATFORM,
                           AND THE REMAINING 30% OF RIVER UK CASINO
                                                                    •   The Transaction increases River’s ownership from 70% to 100% and gives River full control and
                                River takes full control of             access to the cashflow in River UK
                               River UK Casino through the
                                      acquisition of                •   River UK Casino will be a subsidiary of River Game Operations (“RGO”) and comprise well-

             01                      GMR’s 30% stake                    recognized UK casino brands, including the ownership to the Pocket Fruity and Spin Genie
                                                                        brands and certain rights to the Britain's Got Talent and X Factor Games brand

             02
                               River acquires the Grizzly           •   Upon completion of the Transaction, River Technologies (“RTL”) will be granted a sole,
                              gaming technology platform                perpetual, irrevocable, world-wide, royalty-free licence to copy, use develop and commercially
                                       from GMR                         exploit the Grizzly Platform, held by AlchemyBet

                              Total combined purchase price of GBP 11.5m, of which 10m to be settled at closing and GBP 1.5 payable in Dec 2020

                                                                    •   The Transaction and planned related investments are fully funded by a convertible loan of up to EUR 15
                                                                        million with 3-year duration signed in relation to the Transaction
                              River is fully funded through a
                                                                    •   The convertible loan is issued to Spinola Ventures, a subsidiary of Mercury Group Malta
                                EUR 15m convertible loan

             03                                                     •   The loan carries an interest rate of 8%, and could, during the first 18 months after completion be converted
                                                                        (in whole or parts) to shares in River at a share price of NOK 21 / EUR 2.12 per share (up to 27.4% ownership)

                           → River becomes a true 360 iGaming company, with full B2B offering
                           → River has secured funding for all planned investments

Note: The Transaction and the Convertible loan is subject to customary closing conditions, including, but not limited to, EGM in both River and GMR as well as approval
from relevant authorities

                                                                                                                                                                                     13
GRIZZLY PLATFORM
• Bear Group Limited is an Alderney registered real-money gambling company which owns              Content providers available on Grizzly
  and operates a number of gambling products powered by its proprietary gambling platform,
  Grizzly

• The Grizzly platform:

     • Holds Category 1 and Category 2 eGaming licence issued by the Alderney Gambling
        Control Commission

     • Focuses on the mobile playing experience

     • The deployment pipeline allows new online casinos to be built and deployed from
        scratch within weeks

     • Originally built for Social Gaming, the stack is hardware agnostic and will deploy to any
        hosted or cloud environment

     • Unique bonus technology, built on self learning algorithms, targets the users with
        personalised offers – minimising POC and maximising player revenue

     • KYC – enhancing manual KYC with web technologies allows the platform to streamline
        the process and provide the best experience

     • Using the latest data collection and analysis tools, the GMR platform can provide the
        operator with the best visualisation tools

     • The platform supports both SMS and card payments

                                                                                                                                            14
• The acquisition of the Grizzly platform will complete and add additional B2B capabilities to the engine
  and River combined offering.

• The full control of all the brands in River UK will further strengthen Rivers ability to optimize and
  capitalize the combined portfolio of brands and technology assets.

                                             The “Engine”

                                                                                                 PREFERRED
                                                               CONSUMER    PERSONALI   GAMIFI
                                                                                                 BUSINESS
                                                               BEHAVIOUR   -SATION     -CATION
                                                                                                 PARTNER

                                                                                                             15
AGENDA

            MILESTONES 2018

               STRATEGY

THE TRANSACTION AND THE CONVERTIBLE LOAN

                FINANCE

               APPENDIX

                                           16
RIVER GAME OPERATIONS – VEGAS CASINO

                                                                                     Comments
        Deposits (EUR 000)                   GGR vs NGR (EUR 000)
3,500                             1,800                                              • All KPI’s related to Vegas Casino
3,000                             1,600                                                continued to improve following
                                  1,400                                                acquisition of MGA licence.
2,500
                                  1,200
2,000                             1,000
1,500                              800                                               Quarter 4 vs Quarter 3 Key Performance
                                   600                                               Indicators
1,000
                                   400
 500                               200                                               • Deposits +20%
                                             GGR NGR   GGR NGR   GGR NGR   GGR NGR
   -                                 -
        Q1     Q2      Q3    Q4                Q1        Q2        Q3        Q4      • NDC’s +16%

                                                                                     • GGR +14%

             NDC (#)                                Bets (EUR 000)                   • NGR +65%
6,000                             45,000
                                  40,000
5,000
                                  35,000
4,000                             30,000
                                  25,000
3,000
                                  20,000
2,000                             15,000
                                  10,000
1,000
                                   5,000
   -                                     -
        Q1     Q2      Q3    Q4                 Q1       Q2        Q3        Q4

                                                                                                                              17
RIVER UK CASINO

           Deposits (GBP 000)                                                       GGR vs NGR (GBP 000)                                 Comments
7,000                                                                   3,000
                                                                                                                                         • The Company’s performance has not

                                                            Thousands
6,000
                                                                        2,500                                                              experienced the level of growth
5,000                                                                                                                                      expected.
                                                                        2,000
4,000
                                                                        1,500
                                                                                                                                         • Initial marketing spend did not yield
3,000                                                                                                                                      corresponding growth. The marketing
2,000                                                                   1,000                                                              strategy is being adjusted to achieve a
1,000                                                                    500                                                               more efficient and optimal return.
                                                                                    GGR NGR   GGR NGR   GGR NGR     GGR NGR
   -                                                                       -
           Q1           Q2            Q3           Q4                                 Q1        Q2        Q3           Q4
                                                                                                                                         Quarter 4 vs Quarter 3 Key Performance
                                                                                                                                         Indicators
                     NDC (#)                                                               Bets (GBP 000)                                • Deposits +7%
12,000                                                                  70,000
                                                            Thousands

10,000                                                                  60,000                                                           • NDC’s -24%

 8,000                                                                  50,000                                                           • GGR -8%
                                                                        40,000
 6,000                                                                                                                                   • NGR -1%
                                                                        30,000
 4,000
                                                                        20,000
 2,000
                                                                        10,000
       -
                                                                               -
            Q1           Q2           Q3           Q4
                                                                                       Q1       Q2        Q3           Q4

             Pre-acquisition          Post-acquisition

           Note: River UK Casino completed the acquisition of UK brands on the 16 August 2018. Between Completion and reporting date, the Company was under joint control between River and
                                                                                                                                                                                              18
           GMR
MEDIAFUSION

                                                       Comments

                                                       • River Game Intelligence Holding completed the
                                                         acquisition of Mediafusion on the 28th of September
                     2018 Revenue                        2018.

      400,000                                          • Revenue and related costs for Q4 are included within
                                                         River iGaming Consolidated financial statements.
      350,000
                                                       • Revenue also includes services provided to other River
      300,000                                            Group Companies.
      250,000                                          • Following the completion of the acquisition, the client
                                                         base was consolidated in order to continue to improve
EUR

      200,000
                                                         on the services provided.
      150,000
                                                       • New revenue streams are being developed to continue
      100,000                                            to grow the business.

       50,000                                          • The Company is also seeking to enter into new B2B
                                                         agreements with new potential clients.
           0
                Q1      Q2          Q3    Q4
                             2018

                                                                                                                   19
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD
                    8 NOVEMBER 2017 TO 31 DECEMBER 2018

                                                                             EUR       Comments
Net Revenue from iGaming Operations                                       1,190,642
Revenue from Whitelable arrangements and advertising                       900,496     • Vegas Casino operated under a white
Direct Costs                                                            (2,758,909)      label agreement between March and
Gross Profit                                                               (667,771)     August 2018.

Depreciation and Amortization                                              (112,726)   • Casonic was launched in December.
Other Operating Expenses                                                (4,925,232)
Results from Operating Activities                                       (5,705,729)
                                                                                       • Mediafusion revenue covers Q4 following
                                                                                         completion of acquisition.
Finance Income                                                             418,028
                                                                                       • Direct Costs include marketing and
Finance Cost                                                               (151,778)
                                                                                         affiliate costs amounting to EUR 2,179k.
Share of loss of equity accounted investees, net of tax                   (453,768)
Loss before Taxation                                                    (5,893,247)    • River UK Casino accounted for through
                                                                                         share of equity method.
Tax Expense                                                                     -
Loss for the Period                                                    (5,893,247)     • One off costs related to acquisition and
                                                                                         listing fees amounted to more than
Other comprehensive income                                                               EUR 2M
Items that are or may be reclassified subsequently to profit or loss
Foreign operations - foreign currency translation differnces                4,984
Other comprehensive income                                                  4,984
Total comprehensive income for the period                              (5,888,263)

                                                                                                                                    20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2018
                                                                  December 2017   June 2018      December 2018   Comments
                                                                     Audited      Unaudited         Audited
                                                                      EUR            EUR             EUR         • December 2018 audited statement of
Assets
                                                                                                                   financial position includes a number
Non-Current Assets
     Plant and equipment                                                   -          99,268          191,166
                                                                                                                   of accounting entries to reflect the
     Intangible assets and goodwill                                        -             -         8,243,896       business combinations completed in
     Investment in joint venture                                           -             -        10,346,075       H2 of 2018.
Total Non-Current Assets                                                   -          99,268       18,781,137
                                                                                                                 • Intangible assets and goodwill
Current Assets                                                                                                     include the valuation of Vegas Casino
     Trade and other receivables                                           -         3,111,506      2,291,090
                                                                                                                   and goodwill related to the brand as
     Cash and cash equivalents                                         138,342      1,087,923      2,294,666
Total Current Assets                                                   138,342      4,199,429      4,585,756       well as goodwill derived from the
                                                                                                                   acquisition of Mediafusion.
Total Assets                                                           138,342     4,298,697      23,366,893
                                                                                                                 • Vegas Casino’s fair value was
Total Equity                                                             9,608       (655,115)      11,389,191     determined using the relief from
                                                                                                                   royalty method.
Liabilities
Non-Current Liabilities                                                                                          • River UK Casino is accounted for as a
     Deferred tax payable                                                  -             -          1,341,678      joint venture as River Group does not
Total Non-Current Liabilities                                              -             -          1,341,678
                                                                                                                   yet have operational control. Pending
Current Liabilities                                                                                                liabilities in relation to the
     Financial liabilities at fair value through profit or loss            -              -         1,371,970      transaction signed in August 2018 are
     Deferred consideration                                                -              -        4,441,829
                                                                                                                   under Current Liabilities.
     Interest-bearing borrowings                                           -        3,618,467
     Trade and other payables                                          128,734      1,335,345      4,822,225     • Equity has increased following the
Total Current Liabilities                                              128,734      4,953,812     10,636,024
                                                                                                                   successful listing on the Merkur
Total Liabilities                                                      128,734      4,953,812      11,977,702      Market in March and the private
                                                                                                                   placement completed in August 2018.
Total Equity and Liabilities                                           138,342     4,298,697      23,366,893

                                                                                                                                                      21
Financial calendar
                                          •   Annual General Meeting: May 2019
www.riverigaming.com/investor-relations
                                          •   Reporting 2H 2019 September
                                          •   Investor Event: September          22
AGENDA

            MILESTONES 2018

               STRATEGY

THE TRANSACTION AND THE CONVERTIBLE LOAN

                FINANCE

               APPENDIX

                                           23
TRANSACTION DETAILS (SUBSEQUENT EVENT)

•   River iGaming P.l.c ("River" or the "Company") acquires the remaining 30% of River UK Casino Limited ("River UK") plus the B2B platform business of Gaming
    Realms P.l.c. ("GMR") (the "Grizzly Platform") and the outstanding share capital in Bear Group Limited ("Bear Group") from GMR and settles all remaining delayed
    payments and earn-outs for a total consideration of GBP 11.5 million (the "Transaction").

       •   a total payment of GBP 7.0 million under the terms of the Share Purchase Agreement entered into today in relation to the Transaction pursuant to which the
           Company shall acquire both the entire issued share capital of Bear Group. Of such total payment, GBP 5.5 million is payable on completion and GBP 1.5
           million is payable without set-off on or before 31 December 2020;

       •   a payment of GBP 4,497,000 million in respect of the sole perpetual licence of the Grizzly Platform;

       •   GBP 3,000 in respect of the 30% stake in River UK.

•   The agreements for the Transaction and the convertible loan (as further described below) require approval from the shareholders in River. Notice to the
    extraordinary general meeting expected to be held on or about 22 March 2019 will be announced separately, and within 27 February 2019.

•   Klein Invest AS, Middelborg Invest AS and Tigerstaden AS have provided an undertaking to procure that their voting rights to be voted in favour of the Transaction
    and the convertible loan, Completion of the Transaction is inter alia subject to the following conditions: 1) GMR and River shareholder approval; 2) the entering into
    of a deed of termination with respect to the former agreements entered into between River (and companies controlled by it) and GMR (and companies controlled
    by it); 3) final approval of change of control applications with respect to the shares in Bear Group from the UK Gambling Commissions and the Alderney Gambling
    Commissions; and 4) third party consents.

•   It is expected that the Transaction will be completed in Q2 2019.

                                                                                                                                                                         24
CONVERTIBLE LOAN DETAILS (SUBSEQUENT EVENT)
River has entered into a EUR 15,000,000 convertible loan agreement Spinola Ventures Ltd (C31211) (the "Lender") a wholly owned subsidiary of Mercury p.l.c. (C27497)
(the "Guarantor") (the "Loan") on the terms set out below. The Lender's financial obligations and liabilities under the loan agreement are guaranteed by the Guarantor.
The Loan is subject to customary closing conditions, including EGM approval and completion of the transactions with GMR.

The following main terms apply to The Loan:

      •   The Loan is subject to a 8% interest rate p.a.

      •   EUR 3,000,000 of the Loan shall be disbursed to the Company as soon as possible after the shareholder approval and the remaining amount of EUR
          12,000,000 shall be distributed to the Company as soon as possible after fulfilment of all conditions precedent,

      •   The convertible loan agreement may be terminated by either party at any time after 30 April 2019 if the first EUR 3,000,000 of the Loan has not been disbursed.

      •   The Lender may once, and for a minimum amount of EUR 3,000,000, at any time during the conversion period (beginning on the date of the agreement and
          ending on the date falling 18 months after the date of the last loan drawdown, the "Conversion Period") convert the Loan into in the Company. The fixed
          conversion price is NOK 21 equal to EUR 2.12 based on a fixed exchange, which will give the Lender a 27.367% holding in the Company.

      •   The agreement include certain tag-along rights if Klein Group AS, Tigerstaden AS and Middelborg AS sells above 10% of their current shareholding.

      •   The Company may at any time after the Conversion Period repay the Loan, plus a repayment fee on market terms.

      •   Interest is due for payment quarterly from 1 January 2020 onwards. Interest due for the period between drawdown and 31 December 2019 will be settled at the
          end of the period. The Loan shall constitute senior debt obligations of the Company.

      •   The loan agreement includes customary event of default provisions, including change of control. The agreement also include restrictive covenants on asset
          sales, equity issues, and new debt.

      •   If minimum EUR 10m of the Loan is converted, the Lender shall be entitled to appoint the chairman and one additional director to the Rivers board of directors.
          If less than EUR 10m of the Loan is converted, the Lender shall be entitled to one director to the Company's board of directors.

                                                                                                                                                                     25
ABOUT RIVER UK CASINO
                          Brief introduction                                                                                           Selected brands

• River UK Casino features well-recognized UK casino brands*                                         Four brands offering online and mobile casino games. The brands
  including Pocket Fruity, Britain’s Got Talent (“BGT”), Spin Genie                                  are individually positioned to appeal to different player
  and X Factor Games (“X Factor”)                                                                    demographics:
• River UK Casino was established by selling the vast majority of                                    • Spin Genie: Strategy to appeal to a younger Facebook
  the B2C online casino business of the UK-based company                                               audience and convert players via compelling offers
  Gaming Realms P.l.c. into a new Maltese company which was
  named River UK Casino Ltd and owned by River iGaming P.l.c                                         • Pocket Fruity: More mature affiliate focus and benefits from
                                                                                                       Pay-Per-Click advertising and a loyal player base
• Annual ARPU growth of 20% 2015-2017
                                                                                                     • X Factor and BGT: The two sites work in tandem –with the
• More than 80% of 2017 revenue generated on mobile devices, a                                         promotion of BGT in H1 and X Factor in H2 in line with TV
  key growth driver within the sector                                                                  scheduling. The traditional media mix has been TV and Digital
• Young player base: Approx. 60% of 2017 FTD’s under 35
                                                                                                             BGT
• Proven management team, strong ROI track record                                                            24%
                                                                                                                                            Spin Genie
• More than 50% female players                                                                                                                 33%
                                                                                                                        NGR
                                                                                                                        2017
                                                                                                      X Factor
                                                                                                        22%                          Pocket Fruity
                                                                                                                                         21%

        *Britain's Got Talent and X Factor Games are brands licenced by the Seller Group from third parties. Target Business will acquire the right to promote and market such brands.   26
SELECTION OF BRANDS IN RIVER UK CASINO
                       Pocket Fruity                                                    X Factor Games

• Pocket Fruity was launched in May 2012                          • Launched in September 2016 to fit with the TV show’s audience
• Acquired by GMR in July 2013 and aimed at an older, pub fruit     demographics, leveraging one of the biggest shows on ITV(an
  machine audience                                                  average of 6 million viewers per episode in 2017)
• Benefits from Pay-Per-Click advertising and a loyal player      • Aimed at a younger, mobile, casual gambling market in the UK
  base                                                            • Pays 20% of net profit per month after all costs (including
                                                                    marketing) to Fremantle Media (owner of X Factor brand)
                                                                  • Brand owned by Freemantle Media and licenced to the sellers
                                                                    until own licence is obtained. Seller will subcontract
                                                                    marketing rights to River UK Casino

                         Spin Genie                                                   Britain’s Got Talent

• Spin Genie was launched in October 2014 as the first site on    • Launched in April 2016 to fit with the TV show’s audience
  GMRs’ platform Grizzly                                            demographics, leveraging one of the biggest shows on ITV (an
• Spin Genie offers a wide selection of different casino games      average of 8.2 million viewers per episode in 2017).
  as well as card and table games                                 • Aimed at older, mobile, casual gambling market in the UK
• Aimed at young mobile casual gambling market in the UK          • Pays 20% of net profit per month after all costs (including
                                                                    marketing) to Fremantle Media (owner of BGT brand)
                                                                  • Brand owned by Freemantle Media and licenced to the sellers
                                                                    until own licence is obtained. Seller will subcontract
                                                                    marketing rights to River UK Casino

                                                                                                                                    27
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