NYX Gaming Group Limited - sgdigital.com

1 NYX Gaming Group Limited Table of Contents Interim Condensed Consolidated Balance Sheets .. 1 Interim Condensed Consolidated Income Statements (unaudited) .. 2 Interim Condensed Consolidated Statements of Comprehensive Loss (unaudited) .. 3 Interim Condensed Consolidated Statements of Changes in Equity .. 4 Interim Condensed Consolidated Statements of Cash Flows .. 5 Notes to the Interim Condensed Consolidated Financial Statements (unaudited) .. 6 This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended December 31, 2016 and any public announcements made by NYX Gaming Group Limited during the interim reporting period. NYX Gaming Group Limited Interim Condensed Consolidated Balance Sheets 1 June 30, December 31, CAD$ (in 000s) Note 2017 2016 (unaudited) ASSETS Current assets.

2 Cash and cash equivalents $ 31,058 $ 37,918 Restricted cash 4,661 4,462 Trade and other receivables, net 7 56,910 50,109 Prepaid expense 5,952 4,354 Deposits and other current assets 346 533 Total current assets 98,927 97,376 Property and equipment, net 8,872 8,413 Deferred tax assets 9 2,335 2,466 Goodwill 8 288,649 285,639 Intangible assets, net 334,583 338,021 Derivative asset 15 4,461 16,254 Other investments 179 179 Other non-current assets 5,434 4,028 Total assets $ 743,440 $ 752,376 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities: Trade payables and accrued liabilities 10 $ 44,422 $ 37,015 Customer deposits and deferred revenue 11 9,965 14,030 Borrowings 13 18,294 30,532 Other current liabilities 12 8,244 7,633 Total current liabilities 80,925 89,210 Borrowings 13 312,237 297,408 Deferred tax liability 9 54,917 56,991 Derivative liabilities 15 29,818 38,155 Convertible preferred shares 14 81,741 74,999 Other non-current liabilities 12 2,921 4,464 Total liabilities 562,559 561,227 Share capital 17 269,396 269,396 Share-based payments 17 3,859 2,005 Other components of equity 17 21,143 14,723 Retained deficit (113,517 ) (94,975 )

3 Total equity 180,881 191,149 Total liabilities and stockholders equity $ 743,440 $ 752,376 Approved and authorized on behalf of the Board of Directors on August 20, 2017. /s/ Matthew Davey /s/ Eric Matejevich Matthew Davey, CEO Eric Matejevich, CFO The accompanying notes form an integral part of the interim condensed consolidated financial statements. NYX Gaming Group Limited Interim Condensed Consolidated Income Statements (unaudited) 2 Three Months Ended June 30, Six Months Ended June 30, CAD$ (in 000s, except per share amounts) Note 2017 2016 2017 2016 Revenue 6 $ 61,014 $ 35,211 $ 119,937 $ 54,863 Cost of sales (9,158 ) (4,457 ) (16,008 ) (7,867 ) Gross profit 51,856 30,754 103,929 46,996 Income (expense): Marketing costs (1,559 ) (1,096 ) (3,300 ) (1,856 ) Administrative costs (10,152 ) (5,256 ) (19,458 ) (9,948 ) Personnel costs (24,895 ) (16,908 ) (50,648 ) (25,688 ) Depreciation (701 ) (398 ) (1,266 ) (653 ) Amortization (7,748 ) (5,863 ) (15,829 ) (10,070 ) Impairment of intangibles (166 ) (6,651 ) Acquisition and restructuring costs (1,958 ) (13,419 ) (2,642 ) (16,119 ) Foreign exchange gain (loss) 1,048 403 (293 ) 478 Interest expense, net (10,985 ) (7,062 ) (22,107 ) (9,428 ) Fair value adjustment to derivatives 15 (13,595 ) 8,313 (3,745 ) 5,267 Loss on exchange of debt (23,856 ) (23,856 ) Other income (expense), net 541 (708 ) 404 5,365 Loss before taxes (18,148 ) (35,262 ) (14,955 )

4 (46,163 ) Income tax (expense) benefit 9 (3,480 ) (21 ) (4,447 ) 24 Deferred income tax benefit (expense) 9 563 (1,260 ) 860 459 Net loss attributable to owners of the parent $ (21,065 ) $ (36,543 ) $ (18,542 ) $ (45,680 ) Basic net loss per share 18 $ ( ) $ ( ) $ ( ) $ ( ) Diluted net loss per share 18 $ ( ) $ ( ) $ ( ) $ ( ) The accompanying notes form an integral part of the interim condensed consolidated financial statements. NYX Gaming Group Limited Interim Condensed Consolidated Statements of Comprehensive Loss (unaudited) 3 Three Months Ended June 30, Six Months Ended June 30, CAD$ (in 000s) 2017 2016 2017 2016 Net loss $ (21,065 ) $ (36,543 ) $ (18,542 ) $ (45,680 ) Other comprehensive income (loss), net of tax: Items to be reclassified subsequently to loss, net of tax Foreign currency translation adjustment 7,309 (12,419 ) 6,420 (10,818 ) Other comprehensive income (loss), net of tax 7,309 (12,419 ) 6,420 (10,818 ) Total comprehensive loss, net of tax $ (13,756 ) $ (48,962 ) $ (12,122 ) $ (56,498 ) The accompanying notes form an integral part of the interim condensed consolidated financial statements.

5 NYX Gaming Group Limited Interim Condensed Consolidated Statements of Changes in Equity 4 Share Capital Share-Based Payments Other Components of Equity Retained Deficit Total Equity CAD$ (in 000s) Note Balance at December 31, 2015 $ 134,020 $ 1,821 $ 37,155 $ (38,306 ) $ 134,690 Share-based payments 472 472 Issuance of ordinary shares, equity raise 137,193 137,193 Cost of issuance of ordinary shares (6,554 ) (6,554 ) Issuance of shares, stock options 94 (43 ) 51 Total transactions with shareholders 94 429 130,639 131,162 Net loss (45,680 ) (45,680 ) Other comprehensive loss (10,818 ) (10,818 ) Total comprehensive loss (10,818 ) (45,680 ) (56,498 ) Balance at June 30, 2016 (unaudited) 134,114 2,250 156,976 (83,986 ) 209,354 Balance at December 31, 2016 269,396 2,005 14,723 (94,975 ) 191,149 Share-based payments 19 1,854 1,854 Total transactions with shareholders 1,854 1,854 Net loss (18,542 ) (18,542 ) Other comprehensive income 6,420 6,420 Total comprehensive income (loss) 6,420 (18,542 ) (12,122 ) Balance at June 30, 2017 (unaudited) $ 269,396 $ 3,859 $ 21,143 $ (113,517 ) $ 180,881 The accompanying notes form an integral part of the interim condensed consolidated financial statements.

6 NYX Gaming Group Limited Interim Condensed Consolidated Statements of Cash Flows (unaudited) 5 Six Months Ended June 30, CAD$ (in 000s) Note 2017 2016 Operating activities: Net loss $ (18,542 ) $ (45,680 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 17,095 10,723 Write off of intangible assets related to divestiture of business 952 Net foreign currency adjustments (2,833 ) Impairment of intangibles and goodwill 6,651 Loss on exchange of debt 23,856 Fair value adjustment to derivative 15 3,745 (5,267 ) Share-based payments 19 1,854 472 Finance expense, net 12,985 1,178 Deferred income tax benefit 9 (459 ) Discount amortization on notes 465 Changes in operating assets and liabilities.

7 Trade and other receivables, net (7,154 ) 3,637 Prepaid expense (1,633 ) 1,718 Deposits and other current assets (232 ) (2,395 ) Trade payables, provision and other liabilities 13,746 5,336 Net cash provided by operating activities 19,983 235 Investing activities: Acquisitions, net of cash acquired (507,787 ) Purchase of property and equipment (1,761 ) (251 ) Capitalized development cost (7,185 ) (3,953 ) Restricted cash movement (199 ) 269 Net cash used in investing activities (9,145 ) (511,722 ) Financing activities: Issuance of ordinary shares, net of issuance costs 110,002 Issuance of debt and preferred shares 409,599 Cash payments of debt issuance costs (989 ) Repayment of principal (1,852 ) Contingent consideration paid (1,917 ) Amortization of debt issuance costs (56 ) Interest paid (13,538 ) Net cash provided by (used in) financing activities (18,352 ) 519,601 Net change in cash and cash equivalents (7,514 )

8 8,114 Cash and cash equivalents - beginning of the period 37,918 5,082 Net effect of foreign exchange rate differences on cash and cash equivalents 654 Cash and cash equivalents - end of the period $ 31,058 $ 13,196 The accompanying notes form an integral part of the interim condensed consolidated financial statements. NYX Gaming Group Limited Notes to the Interim Condensed Consolidated Financial Statements (unaudited) 6 1. Nature of Business NYX Gaming Group Limited ( NYX or the Company ) as a business was originally named NextGen, which was founded in 1999 and reconstituted as the Company in April 2010. The company trades on the Toronto Stock Exchange - Venture Exchange ( TSX-V ) under the ticker symbol NYX. NYX Gaming Group Limited is a Limited liability company incorporated and domiciled in Guernsey with a registered office located at Roseneath, The Grange, St Peter Port, Guernsey GY1 3SJ.

9 The Company's principal offices are located in the United States, United Kingdom, Sweden, Australia, Malta, and Greece. NYX is a digital Gaming software supplier for the online Gaming , land-based Gaming , social Gaming , and mobile Gaming markets with a comprehensive suite of Gaming solutions: a distribution platform with over 1,000 proprietary and third party games for real-money and social Gaming markets, full real-money and social Gaming process support services, and brand and player management. The Company currently provides its technology to over 200 customers in the United Kingdom, Malta, Sweden, Canada, France, Denmark, Netherlands, Belgium, Alderney, Singapore, Gibraltar, Australia, New Zealand, Portugal, Spain, Italy, the United States, among other countries. NYX s Gaming portfolio is built on a fully-flexible system, able to be deployed across hundreds of virtual and land-based casinos globally, and supports all parts of its customers business (online, mobile, and social networks), including over 750 proprietary lottery, bingo, and casino products developed to address the multi-channel content and distribution strategy of its customers.

10 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 analytics across multiple products, while providing players with traditional Gaming , community and social media-based entertainment content to maximize their playing experience. 2. Basis of Preparation and Consolidation These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards ( IAS ) 34, Interim Financial Reporting, and should be read in conjunction with the Company s annual consolidated financial statements as at and for the year ended December 31, 2016.