Pollard Banknote has signed a definitive agreement to acquire 100% of the equity (“Acquisition”) of Next Generation Lotteries AS (“NGL”), a leading provider of lottery management and iLottery technology. The Acquisition is subject to certain standard regulatory and third‐party consents and is expected to close early in the first quarter of 2021.

NGL is a full solution supplier to the lottery industry, including providing a state‐of‐the‐art retail lotto system and iLottery platform, creating a truly omni‐channel offering that increases lottery revenues and returns to good causes. With a focus on Europe and Asia, current customers include the operation of the Loteries de Catalunya in Spain and the provision of lottery services in a number of other international jurisdictions including Tunisia and Norway. NGL acquired its lottery operations when it purchased Novomatic Lottery Solutions (formerly Betware) from NOVOMATIC AG on October 31, 2019, and since that time has been focused on expanding its presence in the international lottery market.

In addition to its lottery operations staff in Spain and Tunisia, NGL has development staff in Iceland and Serbia, with a company‐wide team of 130 dedicated professionals. NGL provides an extensive range of products and services for the lottery industry including:

• Modular, open gaming platform for retail, online and mobile lottery games
• Full‐service retail solutions for lotteries including terminal management
• Modern iLottery platform with full‐featured player account management system
• Extensive portfolio of e-instant, toto and draw games, developed by a games studio supporting both retail and digital games
• Comprehensive facilities management services

“We are thrilled with the NGL team joining Pollard Banknote,” said Doug Pollard, Co‐Chief Executive Officer of Pollard Banknote. “NGL will significantly expand our product offering for both retail and iLottery gaming and will be a strong complement to our North American leading joint venture, NeoPollard Interactive LLC. The recent worldwide growth seen in 2020 in omnichannel lottery sales, and particularly iLottery, highlights an important opportunity for lotteries around the world. With NGL’s expertise, we look forward to helping our lottery customers in Europe and around the world to increase revenues for the good causes they support.”

Hans Vigmostad, CEO of NGL, commented, “We are excited about the cultural fit between NGL and Pollard Banknote. Lotteries will not only appreciate the great technology we will offer, but also the commitment from our teams to offering the right solutions for our customers.”

The Acquisition purchase price is €36 million, prior to standard working capital adjustments and certain deferred cash considerations, of which €32 million will be payable at the time of closing (approximately $50 million CDN dollars using an exchange rate of $1.57 CDN dollar per EURO) and the remaining €4 million of which will be paid upon the achievement of certain gross margin targets in 2021. The purchase price will be funded from existing Pollard Banknote cash resources and availability under our existing senior credit facilities for approximately €27.6 million and the issuance of treasury shares, subject to Toronto Stock Exchange approval, of Pollard Banknote for approximately €4.6 million.