B90 Holdings Regulatory News (B90)

13 April 2017

Veltyco Group PLC

("Veltyco" or "the Company")

Subscription to raise €2.5 million

Proposed acquisition of a 51% interest in Quasar Holdings Limited and a 51% interest in T4U Marketing Ltd

The board of Veltyco Group plc (AIM:VLTY), the online marketing company for the gaming industry, is pleased to announce that it has raised €2.55 million (before expenses) on a private basis with a small number of investors via the issue of 5,604,551 new ordinary shares of no par value ("Ordinary Shares") (the "Subscription") to new and existing investors. The new Ordinary Shares will be issued at 39 pence per new Ordinary Share, representing 8.3% of the Company's existing share capital and 7.7% of its enlarged share capital.

After the Subscription, the total number of shares in the Company in issue will be 73,230,811.

The Subscription is being undertaken in order to satisfy the cash consideration for two proposed acquisitions: the acquisition of 51% of the entire issued share capital of Quasar Holdings Limited for a total consideration of €2 million (the "Bet 90 Acquisition") and the acquisition of 51% of the entire issued share capital of T4U Marketing Ltd for a total consideration of €510,000 with an option to acquire the remaining 49% of the share capital (the "T4U Acquisition").

Information on the proposed acquisitions

Bet 90 Acquisition

Quasar Holdings Limited is a newly incorporated holding company, registered in Malta, that has not traded and whose only asset at completion of the Bet 90 Acquisition will be 100% of the share capital of Bet 90 Sports Limited ("Bet 90"), a company incorporated and registered in Malta. Following a pre-acquisition reorganisation, Bet 90's only material assets are the domain names www.bet90.com and www.bet90sports.com, the brand name 'Bet 90' and a Malta Class 2 Gaming Licence (MGA/CL2/989/2014) (the "MGA Licence"), which are held at nil value. It had net assets of €62,676 as at 31 December 2016, according to unaudited management accounts. Veltyco Ventures Ltd, a subsidiary of the Company, is acquiring 51% of the entire issued share capital of Quasar Holdings Limited for a total consideration of €2m in order to build a new business focused on the marketing and expansion of Bet 90's online presence in sportsbook betting, with a particular focus on the Nordic countries and South America. Bet 90's online platform is currently being updated to a new SBTech sportsbook and is scheduled to go live in June/July 2017. Bet 90 has reported no revenues in its statutory accounts for 2015 or in its management accounts for 2016.

The Bet 90 Acquisition is conditional on (i) the Malta Gaming Authority approving the continuation of the MGA Licence following the change of control of Bet 90 as a result of the Bet 90 Acquisition and Bet 90 obtaining the unconditional use of the MGA Licence; and (ii) Veltyco obtaining a Maltese legal opinion in relation to Quasar Holdings Limited and Bet 90, in each case on or before 31 May 2017.

T4U Acquisition

T4U Marketing Ltd ("T4U Marketing") is a company recently formed in Cyprus to hold the previously unincorporated business comprising the online sports-betting forum sites of the www.tippen4you.com, www.tippen4you.at and www.sportwettenforum.info domains (the "Sites"). The Sites, the oldest of which dates back to 2001, act as affiliates for major sportsbook brands, such as Bet365 and have a growing player database of about 14,000 active players. 'T4U Marketing' is a protected trademark, with a current registration expiry date of May 2024. Pursuant to the terms of the T4U Acquisition, Sheltyco Enterprises Group Ltd (a subsidiary of the Company) has the right to acquire the outstanding 49% of the entire issued share capital of T4U Marketing for €490,000 in cash or such lesser amount as is agreed in writing between the parties. According to unaudited management information, in the year ended 31 December 2016, the Sites generated revenues of approximately €320,000 and EBITDA (before any management charges) of €220,000. T4U Marketing is being acquired net of any working capital at the time of the T4U Acquisition and therefore with no material net assets. The vendor, Fr Birgit Rabenbauer, has indicated that she will provide informal services to T4U Marketing following completion of the T4U Acquisition, at no cost.

Details of the Subscription

The Subscription Shares will rank pari passu with the existing ordinary shares of the Company and application is being made to the London Stock Exchange for admission of the Subscription Shares ("Admission"). The Subscription is conditional on, inter alia, Admission and dealings are expected to commence at 8.00 a.m. on 24 April 2017.

Reasons for the proposed acquisitions

The board believes that each acquisition represents an exciting opportunity for Veltyco to grow its business by building on existing online betting brands, using its expertise in online marketing combined with award winning sportsbook technology in SBTech. The T4U Acquisition is expected to be immediately earnings enhancing, and the Bet 90 Acquisition is expected to deliver a contribution in the financial year ending 31 December 2018.

David Mathewson, Chairman, commented: "It has been our stated intention to seek attractive acquisitions which complement our existing service offerings, and we have spent a lot of time assessing a number of potential opportunities. We are delighted to announce both the Bet 90 Acquisition and T4U Acquisition and fully anticipate they will deliver strong benefits to Veltyco. I would also like to welcome our new shareholders and look forward to reporting on our progress as the year progresses."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

For further information please contact:

About Veltyco

Veltyco is a holding company primarily focused on generating marketing leads and entering into marketing contracts for the activities of various partners in the gaming industry. Veltyco focuses on complementary activities under one umbrella, leveraging its historical cash generative activities of marketing online casinos and sports betting. The introduction of Bet 90 and T4U Marketing further augments the group's plans for expansion, particularly in new territories.

Website: http://www.veltyco.com/