Las Vegas From Home.com Entertainment Inc. (the "Company" or
"LVFH") (TSX VENTURE: LVH)(PINK SHEETS: LVFHF)(BERLIN:
LVH)(FRANKFURT: LVH) Further to the Company's news release dated
February 7, 2011, the Company is pleased to announce that it has
signed an Asset Purchase and Sale Agreement (the "Asset Agreement")
to acquire (the "Transaction") a 99% equity interest in Poker from
Home de Mexico, S. de R.L. de C.V. ("Poker"), a private company
duly incorporated in accordance with the laws of Mexico, resulting
in the Company owning a 99% interest in Poker's sole and exclusive
right to exploit a certain federal Mexican permit (the "Federal
Mexican Gaming Permit") for the development of, and to operate,
conduct and take, certain online bets and online casino gaming
activities in Mexico.
The Asset Agreement was entered into among the Company, Poker,
all of the shareholders of Poker (the "Poker Shareholders"),
Entretenimiento de Mexico, S.A. de C.V. ("EMEX") and Producciones
Moviles S.A. de C.V. ("Producciones"). Both EMEX and Producciones
are private companies incorporated in accordance with the laws of
Mexico. EMEX, Producciones and Poker entered into separate previous
agreements, resulting in Poker having been granted the sole and
exclusive right to operate and conduct online gaming and betting
activities, excluding lotteries, in Mexico under the commercial
name of PALMASBET (www.palmasbet.com). In addition to the Playboy
Casino Cancun, EMEX also operates twenty-two bricks and mortar
casinos under the Palmas Group of Casinos (www.palmasgroup.com)
brand.
The Federal Mexican Gaming Permit was originally issued to EMEX
by the Mexican Secretaria de Gobernacion, Subsecretaria de
Gobierno, Unidad de Gobierno, Direccion General Adjunta de Juegos y
Sorteos (the "Mexican General Office of Games and
Drawings/Lotteries"), and is valid until May 24, 2030.
A copy of the Federal Mexican Gaming Permit can be viewed at the
official website of the Mexican General Office of Gambling and
Lotteries, at the following web address:
http://www.juegosysorteos.gob.mx/
(For further information or assistance to view the license on
the site, please contact andy@lvfh.com).
The Transaction
LVFH has entered into the Asset Agreement to acquire certain
online gaming and casino rights by making the following payments,
all of which are subject to TSX Venture Exchange (the "Exchange")
approval (the "Exchange Approval") and other applicable regulatory
authorities.
The Company paid Producciones CAD $1 million as an advanced
refundable deposit and will issue Producciones 15 million units
(the "Units") of the Company at $0.10 per Unit, with each Unit
comprising of one common share and one common share purchase
warrant. Each common share purchase warrant shall entitle
Producciones to purchase an additional common share at the price of
$0.10 in the first year after the issuance date, and at the price
of $0.25 in the second year after the issuance date.
EMEX will also be issued 15 million Units under the Asset
Agreement. In addition to the Units, EMEX will be issued up to 30
million earn-out common shares (each, a "Bonus Share"), on the
condition that one Bonus Share will be issued for each USD $1.00 of
net profit that shall be earned by Poker for a period of 3 years
from the date of the Exchange Approval. The issuance of the 30
million Bonus Shares can also be accelerated if (i) all of the
issued and outstanding securities of the Company are acquired by a
third party, (ii) there is a material change in the Modified
Operator Services Agreement entered into among EMEX, Producciones
and Poker dated March 17, 2011, or (iii) there is a change to the
operator of the relevant gaming operations.
The Poker Shareholders will also be paid a cash payment of
2,970,000 Mexican Pesos pro-rata to their respective equity
interest in Poker, 36 months after the date of the Asset
Agreement.
In connection with the Transaction, the Company engaged the
services of RwE Growth Partners, Inc. to provide an Estimate
Valuation Report for the benefit of the directors of the Company as
well as for submission to the appropriate applicable regulatory
authorities. Furthermore, the Company is also engaging the services
of Versant Partners Inc. to act as the financial advisor on the
Transaction, as well as the sponsor for the Transaction if so
required by the Exchange.
Finder's fees may be payable in respect to the above transaction
in accordance with the policies of the Exchange.
Poker - Mexican Operations
The Company has established an office in Mexico City, and Poker
has already initiated a soft launch for real money wagering of
online poker and tournament games that are powered by LVFH's own
developed proprietary software. To view Poker's operational gaming
sites, please visit www.palmasbet.com and www.palmaspoker.mx. Real
money wagering is available to Mexican residents only.
To date, despite no marketing dollars spent by the Company and
limited marketing which has been targeted towards poker only
players through "in person" sign ups at actual land-based casino
venues of the Palmas Group, early results of several thousand
accounts being opened have been very encouraging.
Poker is now in the process of planning a nationwide marketing
campaign through mass media to introduce Mexican residents to a
national gaming website where residents will be able for the first
time to enjoy the ability to play all verticals of games such as
bingo, casino, poker and sports betting, all at one site and in a
licensed environment, with Poker's Federal Mexican Gaming
Permit.
Furthermore, Poker expects to benefit greatly from existing
strategic, financial and marketing relationships already in place
as a result of EMEX and Producciones.
The Mexican Gaming Marketplace
According to Gambling Compliance's report in 'The Future of
Internet Gaming: Mexico': "Potentially, Mexico possesses all the
elements to establish itself as a major gaming market; a booming
population with a passion for sports; a strong gambling tradition;
and an emerging middle class with increasing purchasing power."
In addition, according to ComScore, a company specializing in
digital marketing intelligence, Mexico is one of the
fastest-growing internet markets in the world and has the second
largest internet user population in Latin America. An August 2010
ComScore report found that Mexico's internet user population grew
21 percent over the prior year and stated that Mexicans spent more
than 60 percent of their time online on communication and
entertainment sites. The average age of Mexico's online user
population is 26.7 years, according to Digital Life.
President and CEO Jake Kalpakian states, "Gaming is an active
part of Mexican culture. We believe we will have a competitive
advantage because of the scope of the license as a result of it
encompassing all the major gaming verticals, but in addition, the
existing strategic relationships derived from our Mexican parties
with some of Mexico's best known and widely accessible financial,
social and marketing brands should greatly assist us in the
development and expansion of our business."
"We are excited about this opportunity in the Mexican gaming
marketplace and what it might bring to LVFH shareholders,"
continued Jake. "Given the scope of the opportunity, we would not
be surprised if this attracts one or more of the leading global
online gaming brands to enter into a strategic relationship with
LVFH."
Financing
The Company intends to conduct a non-brokered private placement
financing of 7,500,000 units at a price of $0.10 per unit, for
gross proceeds to the Company of $750,000. Each unit will consist
of one common share and one share purchase warrant entitling the
holders to acquire an additional common share of the Company at a
price of $0.25 per share for a period of two years from closing the
private placement, subject to Exchange approval. Finder's fees may
be payable in respect to the private placement in accordance with
the policies of the Exchange.
For more information on the Company visit the Company's website
at www.lvfh.com.
On behalf of the Board of Las Vegas From Home.com Entertainment
Inc.
Jake H. Kalpakian, President & CEO
Certain information herein related to Poker and its business
have been solely provided by Poker in their entirety.
Statements in this press release which are not historical facts
are "forward-looking statements" that involve risks and
uncertainties, such as the completion of the proposed Transaction.
Such information can generally be identified by the use of
forwarding-looking wording such as "may", "expect", "estimate",
"anticipate", "intend", "believe" and "continue" or the negative
thereof or similar variations. Since forward-looking statements
address future events and conditions, by their very nature, they
involve inherent risks and uncertainties such as the risk that the
closing of the Transaction may not occur for any reason.
Forwarding-looking statements in this news release include
statements with respect to Poker's operations, the structure of the
Transaction and the gaming marketplace in general and in Mexico in
particular.
Actual results in each case could differ materially from those
currently anticipated in such statements due to factors such as:
(i) the decision to not close the Transaction for any reason,
including adverse due diligence results, the Exchange's refusal of
the Transaction or the objection from the Exchange of the
Transaction described herein; (ii) adverse market conditions; (iii)
the inability of the sponsor, if one is required, to produce a
sponsor's report for any reason whatsoever; and (iv) the inability
to complete any requisite financial statements. Except as required
by law, the Company does not intend to update any changes to such
statements.
Trading in the securities of the Company should be considered
speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction described herein and has neither approved
or disapproved the contents of this news release.
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 release.
Contacts: Las Vegas From Home.com Entertainment Inc. Jake H.
Kalpakian President & CEO (604) 681-0204 ext. 6105
www.lvfh.com
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