NYX Gaming Group Limited Condensed Consolidated Statements of Financial Position (unaudited) Deposits and other current assets

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2 Condensed Consolidated Statements of Financial Position (unaudited) ASSETS Current assets: Notes Cash Trade and other receivables Prepaid expense Deposits and other current assets Total current assets Non-current assets: 21,842,136 10,095,616 1,027, ,576 33,321,403 28,099,335 10,542,969 1,429, ,622 40,292, ,101,331 14,730,432 3,803, ,953 69,544 1,127,644 13,767,384 3,343, ,548 53, ,649,956 29,527,431 62,848,834 9,645,728 28,104,852 68,397,229 Trade and other payables 8,660,000 9,341,654 Customer deposits and deferred revenue 2,385,028 2,141,829 Property, plant and equipment Other intangible assets Investment in joint venture Other investments Other non-current assets Goodwill Total non-current assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Borrowings Other liabilities Total current liabilities Non-current liabilities: 11 2,853,808 13,898,836 1,119,742 5,536,661 18,139,886 Borrowings Deferred tax liability Derivative liability Other liabilities Total non-current liabilities Total liabilities 11 9,075,209 1,629,758 5,330,105 59,006 16,094,078 29,992,914 8,402,229 1,772,876 2,612,330 64,631 12,852,066 30,991,952 64,989,009 1,919, ,768 (34,936,608) 64,989,009 1,887, ,757 (29,902,747) 32,855,920 62,848,834 37,405,277 68,397, Stockholders' equity: Share capital Share-based payments Foreign currency translation reserve Retained earnings Total equity Total liabilities and stockholders' equity Approved and authorized on behalf of the Board of Directors on May 28, 2015 /s/ Arthur Elliott Hamilton IV Arthur Elliott Hamilton IV, CFO /s/ Matthew Davey, Director Matthew Davey, CEO 1

3 Condensed Consolidated Income Statement (unaudited) Revenue Cost of sales Gross profit Three Months Ended Notes March 31, ,938,618 (1,171,312) 5,020,606 (746,381) 8,767,306 4,274,225 (822,208) (3,757,773) (6,074,847) (279,990) (178,682) (1,725,102) (3,205,446) Income (expenses): Marketing costs Administrative expense Personnel cost Acquisition and restructuring cost Other income Foreign exchange gain (loss) Finance income Finance expense Fair value adjustment to derivative Loss before taxes 10,466 (2,989,792) 21,182 (749) (5,165,224) (1,248,084) 131,363 (5,033,861) 150,192 (1,097,892) (0.15) (0.15) (0.04) (0.04) 12 Deferred income tax benefit (expense) Net loss attributable to owners of the parent Basic earnings per share Diluted earnings per share 23,876 (42,262) 21,115 (454,627)

4 Condensed Consolidated Statement of Comprehensive Income (Loss) (unaudited) Loss for the period Three Months Ended March 31, 2014 (5,033,861) (1,097,892) 452, ,011 (4,581,850) (356,839) (356,839) (1,454,731) Other comprehensive (loss) income: Items to be reclassified subsequently to profit or (loss) Exchange differences on translating foreign operations Other comprehensive (loss) income, net of tax Total comprehensive (loss) attributable to owners of the parent 3

5 Condensed Consolidated Statement of Change in Equity (unaudited) Note Balance at Employee share-based payments Total transactions with stockholders Loss for period Other comprehensive loss Total comprehensive loss Balance at Share Capital 64,989,009 64,989,009 Share Capital Balance at December 31, 2013 Employee share-based payments Total transactions with stockholders Loss for the year Other comprehensive income Total comprehensive income/(loss) Balance at March 31, 2014 ShareOther Based Components Payments of Equity 1,887, ,757 32,493 32,493 1,919, , , ,768 ShareOther Based Components Payments of Equity 47,277, ,447 28,249 28,249 1,237,002 Retained Earnings (29,902,747) 47,277, , ,163 32,493 32,493 (5,033,861) (5,033,861) (5,033,861) (34,936,608) 452,011 (4,581,850) Retained Earnings (22,896,728) (1,097,892) (356,839) (356,839) Total Equity 37,405,277 (1,097,892) (23,994,620) 32,855,920 Total Equity 26,164,122 28,249 28,249 (1,097,892) (356,839) (1,454,731) 24,737,640 4

6 Condensed Consolidated Statement of Cash Flows (unaudited) Three Months Ended Note March 31, 2014 Operating activities: (5,033,861) (1,097,892) Depreciation and amortization 1,348,290 1,139,340 Fair value adjustment derivative 2,717,775 Share-based payments 32,493 28,249 Loss on JV 29, ,000 Net income (loss) Adjustments to reconcile income(loss) to net cash provided by operating activities: PIK Interest expense Deferred tax expense (benefit) Discount amortization on convertible note (180,330) 199,991 (112,180) Net changes in working capital: Decrease (increase) in receivables 657,008 (805,439) Decrease (increase) decrease in prepaids 406, ,941 Decrease (increase) decrease in other assets Increase (decrease) in trade payables, provision and other liabilities Net cash provided(used) from operating activities (140,004) 12,837 (3,693,243) 75,243 (3,505,164) 179,099 Investing activities: Purchase of property, plant and equipment Capitalized development cost Investment in joint venture Acquired IP Net cash used in investing activities (83,772) (31,634) (1,588,830) (952,501) (94,493) (91,676) (395,928) (2,163,023) (1,075,811) Financing activities: Repayment of debt Proceeds form debt issuance (1,151,307) Net cash provided from financing activities (1,151,307) Net change in cash (6,819,494) Cash - beginning of the year Exchange rate differences on cash Cash - end of the year (896,712) 28,099,335 3,555, , ,040 21,842,136 3,456,846 5

7 1. Nature of operations ( NYX or Group or Company ) as a business was originally carried on by NextGen, which was founded in 1999 and acquired by the Company in April NYX s registered offices are in Guernsey and our principal offices are in the United States, Sweden, and Australia. NYX is a digital gaming software supplier for the online gaming, terrestrial gaming, social gaming and mobile gaming markets with a comprehensive suite of gaming solutions, a distribution platform, full gaming process support services, brand and player management and both real-money and social gaming products and services. We have 235 employees (including 130 engineers and developers) and over 130 customers. We currently provide our technology to customers in the UK, Malta, Sweden, France, Denmark, Netherlands, Alderney, Gibraltar, Curacao and the U.S. NYX s gaming portfolio is built on a fully-flexible system, able to be deployed within hundreds of casinos globally, and supports all parts of its customers business (online, mobile, and social networks), including over 350 proprietary lottery, bingo and casino products developed to address the multi-channel content and distribution strategy of its customers. NYX s platform supports interactive game play and enables the deployment of software applications for mobile, casino, lottery, bingo and social games over web-based, tablet/mobile and social media applications. The platform solutions are designed to provide a complete account suite with full back-office capabilities including tournaments, bonuses, affiliates, campaigns, data warehouses, and data mining across multiple products, while providing players with community and social media-based entertainment content to maximize their playing experience. 2. General information and basis of preparation The condensed interim consolidated financial statements (the interim financial statements) are for the three months ended March 31, 2015 and are presented in current units Canadian Dollars ("CAD"), which is the functional currency of the parent company. They have been prepared in accordance with IAS 34 'Interim Financial Reporting' (IAS 34). They do not include all of the information required in the annual financial statements in accordance with IFRS, and should be read in conjunction with the consolidated financial statements for the year ended. NYX is the Group's ultimate parent company. It is a limited liability company incorporated and domiciled in Guernsey. Its registered office is Roseneath, The Grange, St Peter Port, Guernsey GY 3SJ. These financial statements are unaudited and have been approved by the Board of Directors on May 28, Significant accounting policies The interim financial statements have been prepared in accordance with the accounting policies adopted in the Group's most recent annual financial statements for the year ended. 4. Estimates When preparing the interim financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management, and will be seldom equal the estimated results. The judgments, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty were the same as those applied in the Group's last annual financial statements for the year ended. 5. Significant events and transactions None 6. Segment and revenue reporting The Group's operating segment is organized around the market it serves and is reported in a manner consistent with the internal reporting provided to the Chairman and the Chief Executive Officer, the Group's chief operating decision maker. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and expenses relating to transactions with other components of the Group. Currently, the Group has only one operating segment: diversified gaming solutions. Our customer base consists of on and off-line gaming operators, state-regulated lotteries, media and entertainment firms, and land based casinos. Our operating revenue is geographically based in the United Kingdom, Europe, the Americas, and Australasia. We generate revenue 6

8 through offering a suite of products and services comprised of recurring royalties and license fees, professional services (which include development, support, and maintenance fees), and advertising and virtual currency, through our social casino business. The Group operates within one dominant segment, the marketing, production and distribution of diversified gaming solutions. Revenues from external customers attributed to countries based on location of the customer type concentrations are as follows: Three Months Ended March 31, 2014 United Kingdom & Europe 6,727,095 3,707,871 Americas & Caribbean 3,106,813 1,301, ,710 10,833 9,938,618 5,020,606 7,991,372 3,971, , ,850 1,554, ,804 9,938,618 5,020,606 Australasia Total Royalty and License Professional Services Social Advertising Total Non-Current Assets United Kingdom & Europe 19,149,411 19,113,006 Americas & Caribbean 5,004,858 3,913,887 Australasia 5,373,162 5,077,959 Total 29,527,431 28,104, Investment in joint venture Through, the Group invested $3,803,215 in its one material joint venture: Sportech-NYX Gaming, LLC ("SNG"): Country of Incorporation and Proportion of Ownership Interest Name of the Principal Place of Held by the Group Joint Venture Business Principal Activity USA New Haven, Connecticut Provide online gaming products and services Sportech-NYX Gaming, LLC 50% 50% Sportech-NYX Gaming, LLC is a Delaware limited liability company. Management has 50/50 share ownership and each 50% owner has two board members overseeing the operation and has full voting rights to direct the activities of the relationship. All material decisions regarding strategy and allocation of capital is the responsibility of the board of directors. In the event the board vote results in an impasse and no majority decision is reached, provisions in the articles provides for mediation and resolution. 7

9 The investment in SNG is accounted for using the equity method in accordance with IAS28. Summarized financial information for SNG is set out below: Current assets - (a) 522,615 3,757,569 Non-current assets 7,386,623 6,687,210 7,909,238 10,444,779 Total assets Current liabilities (302,808) Non-current liabilities Total liabilities (a) includes cash Revenue Profit (loss) for the year (302,808) 410,400 (3,757,569) 105,594 40,196 (59,690) Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year (3,757,569) (59,690) Depreciation and amortization Interest income Interest expense Tax (expense) benefit A reconciliation of the above summarized financial information to the 50% carrying amount of the investment in Sportech-NYX Gaming, LLC is set out below: Total net assets of Sportech-NYX Gaming, LLC Proportion of ownership interests held by the Group Carrying amount of the investment in Sportech-NYX Gaming, LLC 7,606,430 50% 3,803,215 6,687,210 50% 3,343,605 8

10 8. Goodwill The following table shows the movement in goodwill: in CAD Gross carrying amount Balance, beginning of the period 9,645,728 10,711,099 4,228 (1,065,371) Balance, end of the period 9,649,956 9,645,728 Balance, beginning of the period Impairment loss recognized Net exchange difference Accumulated impairment Balance, end of the period Carrying amount at the end of the period 9,649,956 9,645,728 9

11 9. Other intangible assets Catalog Games Patents & Trademarks Platform Domains Applications Assets in Development Total Gross carrying amount Balance January 1, ,058, ,594 14,960,454 53, ,797 Additions, internally developed 2,472,911 16,812 1,618,765 4,421 Additions, through acquisitions 1,372, ,345 1,623,155 (1,636,134) Write off (1,634,725) (1,044) (755,016) 35,843 24,616,087 3,357,893 (1,601,309) 3,443 (47,667) 7,885, ,953 16,350,720 56, ,896 Balance January 1, 2014 (3,873,112) (320,332) (6,072,196) (49,178) (10,314,818) Amortization (1,457,874) (64,832) (3,006,377) (70,949) (4,600,032) 1,528,849 Balance (10,996) (1,409) 1,731,597 1,012,424 (1,621,730) 26,339,271 Amortization and impairment Write off Balance Carrying amount December 31, ,528,332 (5,298) 517 3, ,076 (9,898) (130,025) (3,807,952) (381,413) (8,252,497) 4,077, ,540 8,098,223 56, , ,114 (12,571,887) 1,012,424 13,767,384 (3,873,112) (3,873,112) Gross carrying amount Balance at January 1, 2015 (3,873,112) (3,873,112) Additions, internally developed 320,433 Additions, through acquisitions 395, , ,716, ,954 8,831, ,955 Balance (3,873,112) 997,558 (3,873,112) (3,873,112) 23, ,730 1,588, ,928 5,285 6,658 17,353,563 63, ,005 1,260,154 28,450,578 17,358,848 69, ,005 1,260,154 28,577, ,549 Amortization and impairment Balance at January 1, 2015 Amortization Balance Carrying amount (365,469) (13,818) (821,260) (29,362) 87,839 3,621 (46,360) 4,970 (4,085,582) (391,610) (9,120,117) 4,631, ,344 8,233,446 63,221 (154,417) 378,588 31,580 31,580 1,291,734 (1,229,909) 81,650 (13,720,146) 14,730,432 The platform category is comprised of our Open Gaming System ( OGS ), Open Platform System ( OPS ) and NYX Poker. The systems allow NYX and its customers to integrate gaming products from other suppliers and run our poker product acquired from Ongame in November All amortization and write offs are included within administrative expenses. Net write offs charges for catalog games and patents and trademarks that are no longer in use or do not have any future economic value was $107,285 for the year ended. There were no write offs for the three months ended. 10

12 10. Property, plant and equipment Computer Equipment Fixtures & Fittings Software Furniture & Equipment Total Gross Carrying amount Balance 1 January ,985 90,010 Additions 234,100 Acquired through acquisition 684,066 Disposals Balance (2,815) (14,266) 1,356, ,156 90,437 1,103,588 4,232 10, ,287 41,181 37, ,705 (10,270) (36,528) (1,329) 84, , ,521 (77,501) (390,593) (88,642) (49,613) (14,946) 2,051,021 Depreciation and impairment Balance 1 January 2014 Disposals Depreciation Balance Carrying amount (226,394) 2,815 (163,206) 5,140 10,270 36,528 (9,068) (20,952) (6) 434 (4,434) 2,232 (783,130) 49,613 (197,660) 7,800 (381,645) (76,305) (374,583) (90,844) (923,377) 974,425 7,894 98,648 46,677 1,127,644 51,282 6,117 19,064 7,309 83,772 Gross carrying amount Additions Disposals Balance 5,093 (3,975) 2,069 10,402 3,161 20,725 (3,975) 1,412,445 88, , ,991 2,151,543 3,975 3,975 Depreciation and impairment Disposals Depreciation Balance Carrying amount (104,546) (1,295) (6,827) (5,713) (118,381) (2,668) (9,514) (1,715) (12,429) (484,723) (76,293) (390,924) (98,272) (1,050,212) 927,722 12, ,773 49,719 1,101,331 1, Borrowings On April 20, 2010, Fieldway Limited, a company incorporated and registered in the Isle of Man and a stockholder of NYX Gaming Group, ( Fieldway ) entered into a facility agreement to provide NextGen Gaming Pty Ltd a working capital loan facility of $2,342,140 (two million five hundred thousand Australian dollars) bearing no interest ( Fieldway Loan ). On February 25, 2011, Fieldway and NextGen Gaming Pty Ltd entered into an amendment ( Fieldway Amendment ) whereby $606,635 of the Fieldway Loan was converted into Ordinary Shares of the Group at an equity valuation of $14,880,952 representing 4.0% (four percent) of the post-conversion share capital. In conjunction with the Fieldway Amendment, NextGen Gaming Pty Ltd agreed to begin repayment of the loan in eight (8) equal consecutive quarterly installments beginning on March 31, 2014 with interest payments payable quarterly in arrears starting January 1, 2014 at 3% above the British Bankers Association LIBOR Rate for three-month deposits in AUD and no prepayment penalties. Due to adjustments in the reporting of the LIBOR Rate, the loan now references the London LIBOR 3 month Sterling deposit rate and payments continue to be made as agreed upon. As of and the total principal of the Fieldway Loan outstanding is $0 and $1,119,742. The Group continues to pay as agreed upon. As, Fieldway is an ordinary stockholder of the Group and the Fieldway Loan is treated as due to a related party. The loan was recorded at its fair market value at inception. Management determined that the modification to the loan did not give rise to any material gain and loss upon execution of the amendment. In March 2015, the Fieldway Loan was settled in full. On November 17, 2014, ("NYX") concluded a strategic investment transaction whereby NYX issued 11

13 a $10 million unsecured convertible debenture to Amaya which matures two years after the date of issuance and bears PIK interest at 6.0% per annum, payable at maturity. Both interest and principal are payable in common shares of the Company. The Company estimated the value of the derivative instrument embedded in convertible debt using the binomial option model. The model takes into account management's best estimate of the conversion price of the stock, an estimate of the expected time to conversion, the current price of the underlying stock, an estimate of the stock's volatility, and the risk free rate of return expected for an instrument with a term equal to the duration of the convertible debt. The effective interest rate on the debenture was 16.8%. At the time of closing the debenture was recognized as follows in the financial statements: Note November 17, 2014 Face value of debenture 10,000,000 Discount on debenture (1,820,052) Carrying value of debenture Fair value of derivative 8,179, Cash received 1,820,052 10,000, Derivative financial liabilities The Company's derivative financial instruments are measured at fair value and are summarized below: Conversion option within convertible loan 5,330,105 2,612,330 Derivative financial liabilities 5,330,105 2,612,330 Fair value beginning of the period 2,612,330 1,820,052 Fair value movement through profit and loss 2,717, ,278 Fair value at year-end 5,330,105 2,612,330 December 31, 2013 The conversion option within the convertible loan was accounted for at the fair value, as determined by a binomial option pricing model using the following weighted-average assumptions: Expected volatility Expected life Expected forfeiture rate Risk-free interest rate Dividend yield Weighted average exercise price C$ Weighted average fair value of the Company's shares C$ Weighted average of remaining contractual life outstanding options 34.2% 34.2% 20 Months 24 Months 2% 2% % % 3.50 C$ C$ Months 24 Months 13. Earnings per share Basic earnings per common share are computed by dividing the earnings for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the treasury stock method by dividing the earnings for the period applicable to common shares by the sum of the weighted average number of common shares outstanding and all additional ordinary shares that would have been outstanding if potentially dilutive common shares had been issued. Dilutive earnings per share is comprised of employee share-based compensation and convertible preferred shares. Both the basic and diluted earnings per share have been calculated using the profit attributable to stockholders of the NYX as the numerator, and no material adjustment to profit was necessary during the three months ended and March 31,

14 The reconciliation of the weighted average number of shares for the purpose of diluted earnings per share to the weighted average number of ordinary shares used in the calculating of basic earnings per share is as follows: March 31, ,799,546 2,833,486 3,190, ,640 1,236,721 41,909,109 28,084,546 2,833,486 30,918,032 Weighted average number of share used in basic earnings per share Stock options Convertible note Broker warrants Service warrants Weighted average number of share used in dilutive earnings per share 14. Stockholders' equity Share Capital The authorized share capital of the Group consists of 33,799,546 of ordinary shares at and. $32,493 and $73,266 been recorded for share-based payments in the share-based payments reserve for the three months ended and March 31, 2014, respectively. Shares issued Shares issued and fully paid Beginning of the year Share issue - preferred Share issue 33,799,546 28,084,546 5,715,000 33,799,546 33,799,546 64,989,009 47,277,401 Share issue - ordinary 20,002,500 Share issue - preferred Shares issued and fully paid Share capital Balance, beginning of the period Cost of issuance of ordinary shares Share issued and fully paid (2,290,892) 64,989,009 64,989,009 1,887, ,447 Reserve for share-based payments Balance, beginning of the period Employee stock options Issuance of warrants Total 32,493 73,266 1,267,545 1,919,751 1,887,258 Warrants and Employee Stock Options In consideration for the services rendered by the Underwriters in the public offering, NYX Gaming Group agreed to issue 848,640 warrants to the Underwriters, that equaled 6.0% of the number of shares sold pursuant to the public offering. Each broker warrant is exercisable to purchase one share at the offering price of $3.50 for a period of 18 months. In addition, NYX Gaming Group agreed to issue to the Underwriters 1,236,721 service warrants that equaled 4.0% of the total fully dilutive shares outstanding prior to the closing of the public offering. After one year from the date of issuance, the warrants will be subject to a 30-day forced exercise provision if NYX Gaming Group's daily volume weighted average share price has been greater than 20% of the exercise price for 20 consecutive trading days. Amounts recorded in the share-based payment reserve was $1,267,545 for the fair value of the warrants at the time of issuance. Other Components of Equity The Group s presentational currency is Canadian Dollars. Foreign currency exchange differences on translating foreign operations 13

15 into the reporting currency are included in equity in the amounts of $452,011 and ($805,245) at December 31, 2014, respectively. Foreign currency translation reserves were $883,768 and $431,757 at, respectively. Share-based payment reserves were $1,919,751 and $1,887,258 at and, respectively. Initial Public Offering On December 30, 2014, issued in a public offering 5,715,000 of its ordinary shares at a price per share of $3.50 for a total of $18,440,969 after broker's commissions and expenses of $1,561, Events after the reporting date On April 9, 2015, ("NYX or the "Company") (TSXV: NYX) announced that it has entered into a share purchase agreement (the SPA ) to acquire the entire issued share capital of Amaya (Alberta) Inc., formerly Chartwell Technology Inc. ( Chartwell ) and CryptoLogic Limited ( CryptoLogic and together with Chartwell, the B2B Business ), each of which are wholly-owned subsidiaries of Amaya Inc. ( Amaya ). Earlier this year, Amaya announced its intention to divest the B2B Business and its other non-core B2B assets in order to pay down debt and/or buy back shares. Amaya had previously granted NYX a right-of-first-offer to acquire the B2B Business concurrent with Amaya s sale of Ongame Network Ltd. to NYX in November Pursuant to the terms of the SPA, NYX will acquire the B2B Business for $150.0 million in cash, subject to working capital adjustments (the Acquisition ). The B2B Business is being acquired on a cash-free, debt-free basis. The Acquisition is anticipated to close before the end of the third quarter of 2015 and is subject to financing. As part of the Acquisition, NYX will enter into a preferred supplier licensing agreement (the Licensing Agreement ) with a subsidiary of Amaya to provide certain casino gaming content to Amaya s real-money casino offering ( Amaya Casino ), which will be integrated into the PokerStars and Full Tilt branded casino websites (the PokerStars Casino ). The B2B Business owns some of the world s leading gaming content, which consists of approximately 300 games and has integrated onto its remote gaming server top game titles from several of the world s leading game developers. The B2B Business also operates a real-money gaming platform and services some of the world s leading online casino providers. For the fiscal year 12-month unaudited period ending, the B2B Business generated approximately $17.4 million in revenue and an earnings before interest, taxes, depreciation and amortization ( EBITDA ) loss of approximately $7.6 million. Management expects substantial synergies as a result of the Acquisition of approximately $10.0 to $14.0 million (of which over half is expected to be realized in the first twelve months), excluding the revenues generated from the Licensing Agreement as further outlined below. As part of the Acquisition, NYX anticipates entering into the Licensing Agreement. The Licensing Agreement will have a term of six years and provides Amaya with access to the combined library of NYX content and the newly acquired Chartwell and Cryptologic content. Highlights of the Acquisition and the Licensing Agreement include: Expected to provide NYX with a customer that management believes will be one of the world s fastest growing online casino operations; Will increase NYX s game library from approximately 350 games to 650 and its customer base from approximately 130 to over 170; Minimum license commitment of $12.0 million per year to NYX for each of the first three years of the Licensing Agreement as the Amaya Casino business achieves scale; Expected to generate substantial revenue and cost synergies of approximately $10.0 to $14.0 million, excluding the revenues generated from the Licensing Agreement; Materially accretive to near-term earnings per share; and, Increases NYX s operating and public markets profile. NYX intends to finance the Acquisition through a combination of cash on hand, new debt and/or issuance of equity. On May 20, 2015, announced the acquisition of the entire issued share capital of Game360 Limited ("Acquisition"). NYX intends to finance the Acquisition through cash on hand. This Acquisition further extends NYX s commitment to expand into new markets and increase its portfolio of products. We anticipate that Italy will be a contributor to our business over the medium to long term. The acquisition of Game360 increases the Company s geographic presence to the regulated Italian market. Game360 designs, develops, markets and distributes online gaming content with a focus on native and HTML5 mobile formats and sports betting 14

16 software solutions to over a dozen leading operators in the Italian regulated market. Through the Acquisition, NYX will leverage its ability to deliver its portfolio of existing certified casino content to these customers and also distribute the games developed by Game360 to its international client base. Total consideration consisted of an up-front payment that was less than 5% of our reported total assets as of and an earn-out payment based on Game360 s EBITDA during the calendar year On May 28, 2015 NYX Gaming Group announced that it has acquired the remaining 50% interest in Sportech-NYX Gaming, LLC ( SNG ) from its joint-venture partner Sportech Games Holdco, LLC ( Sportech ). As a result of this acquisition, NYX now wholly-owns SNG (the Acquisition ). The Acquisition signifies NYX s commitment to further expand its brand presence and customer relationships within North America. Please see the referenced press release on for further details. 15