Acquisition of Money Line Sports Inc.

Montréal – TheNewswire - May 6, 2021 – ZeU Technologies Inc. ZEU ZEUCF ZEU is pleased to announce that on May 4, 2021, the Company entered into an arm's length binding letter of intent with Money Line Sports Inc, an Ontario Corporation and licensed platform and provider of streaming sports content allowing live wagers, and its majority shareholders, to acquire all of Money Line's outstanding securities.

Founded in 2019 and launching in 2021, Money Line Sports is uniquely positioned in the European market to provide premium streaming sports content and wagering for sports bettors in legal jurisdictions. Money Line's sports media platforms provide an enhanced experience for its users through original sports live stream content, premium insights, live odds and proprietary betting tools and data. Money Line's diverse revenue model includes a subscription-based pay-for-view model and a rapidly growing affiliate marketing business focused on customer acquisition for betting operators in Europe and additional jurisdictions as well as sports and casino wagering.

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Pictured Above: Money Line's multiple platform streaming & wagering services.

The Transaction

The Agreement provides that ZeU will acquire 100% of the issued and outstanding securities of Money Line, though a wholly-owned subsidiary ("ZeU Sub") for consideration of $1,501,500 paid as to $1,500,000 in the form of unsecured convertible debentures (the "Convertible Debentures") of ZeU Sub and the issuance of 1,500,000 non-transferable ZeU Share purchase warrants (the "ZeU Warrants") of ZeU, each entitling the holder to acquire one (1) ZeU Share at a price of $0.91 for a period of 24 months from the closing of the Transaction (the "Closing Date").

The principal amount of the Convertible Debentures will bear interest at a rate of 6% per annum from and including their date of issue until the earlier of their date of conversion and the date which is 48 months from the Closing Date (the "Maturity Date"), and will be redeemable at any time until the Maturity Date.

The principal amount of the Convertible Debentures together with the accrued interests will automatically convert in common shares of ZeU Sub on the earlier of: (i) the Maturity Date; and (ii) a liquidity event, at a conversion price equal to the higher of: (a) $1.50; and (b) the last financing price of ZeU Sub.

The Convertible Debentures holders will also have the option at any time after the Closing Date and prior to the earlier of: (i) the Maturity Date, and (ii) a liquidity event, to convert all of the principal amount together with accrued interest into ZeU Shares at a price equal to the higher of: (a) $1.00; and (b) the 5 days vwap of the ZeU Shares.

The ZeU Shares issued pursuant to the Transaction, and upon any conversion triggered by the Convertible Debentures holders, will be subject to subject to regulatory resale restrictions.

The issuance of the debentures will be adding $1,500,000 to the long term debt of the Company and should be consolidated with the long term debt of the parent company.

Conditions

The Transaction completion is conditional on several conditions, including completion of a definitive agreement, final due diligence, Money Line minority shareholders' approval and CSE approval. It is expected to be completed in or around the end of Q2 2021.

The Market

While the US sports betting market has grown rapidly since the repeal of the Professional and Amateur Sports Protection Act (PASPA) removed a federal ban on online gambling, only 13 states have legalized online gambling at this point. Many more are expected to follow in the coming years, with the addressable market significantly expanding as a result. Total online sports betting revenues in the US are forecasted to reach US $4 billion in 2022 and amount to nearly US $40 billion in 2033*. (*Data from Vixio and Goldman Sachs)

Money Line will become an integral part of ZeU and will continue to operate as a separate business unit with its current management team and employees, led by CEO Frank Dumas. Money Line will integrate with ZeU's current organization where relevant to generate efficiencies and additional revenue streams through subscription-based sporting events, wagering and digital transaction fees through the P2P blockchain-based networking.

Frank Dumas, ZeU's President & CEO, commented: "(…) this acquisition highlights one of the Company's core strategic objectives – generating recurring revenues with high gross margins. (…) many of the Money Line's core competencies dovetail with ZeU's operational synergies (…) leading to a ‘stronger together' dynamic (…) shortening lead times and bringing us to newer markets faster. (…) We anticipate this strategic acquisition will be an exceptional constellation in the ZeUniverse. (…)".

"(…) The timing could not be more perfect as we have recently seen a dramatic change in legislation in favor of online wagering within the US. Companies including Draft Kings, Fan Duel, MGM among others have recently been licensed to enter the online sportsbook and wagering markets within multiple legal state jurisdictions and are now actively advertising online wagering and sportsbooks during national sporting event broadcasts (…)", stated B. Michael Friedman, Founder of Money Line Sports. "(…) We are extremely enthusiastic about this acquisition and access to the public markets through transaction with ZeU. This move will quickly solidify Money Line's unique value proposition within the gaming sector providing subscription-based live streaming sports, wagering in legal jurisdictions (…)".

ON BEHALF OF THE BOARD OF DIRECTORS

"Frank Dumas"

Frank Dumas
President & CEO

About ZeU

ZeU is a forward-thinking Canadian technology company that has developed a state-of-the-art blockchain protocol, providing the foundation for the next generation of encrypted and distributed networks. Thanks to its high level of sophistication, ZeU's technology maximizes transparency, security and scalability as well as big data management. ZeU's strategy is to monetize blockchain transactions in diverse sectors such as payment, gaming, data, and healthcare.

About Money Line

Founded in 2019, and launching in 2021, Money Line Sports is uniquely positioned within the online gaming sector through its unique licensed platform to provide premium streaming sports content and wagering for sports bettors within legal jurisdictions. Money Line's sports media platform provides an enhanced experience for its users through original sports live stream content, premium insights, live odds and proprietary betting tools and data. Money Line's diverse revenue model includes a subscription-based pay for view model and rapidly-growing affiliate marketing business focused on customer acquisition for betting operators in Europe and additional jurisdictions as well as sports and casinos.

Forward-Looking Information

Statements in this press release regarding ZeU's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a definitive agreement relating to the Transaction, CSE acceptance, and, if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a ZeU should be considered highly speculative.

The CSE has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

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