Galaxy Group LA LLC signed an agreement to acquire Red Hat Investments Inc. on November 30, 2016. Under the terms of the transaction, the holders of Galaxy common units will receive an aggregate of 14.1 million common shares and the holders of Galaxy preferred units will receive an aggregate of 4.4 million common shares. In addition, the Galaxy unit holders that are holders of Galaxy preferred units will be entitled to receive an aggregate of up to 10 million common shares (the “performance shares”), pro rata in accordance with their holdings of Galaxy units, subject to the following performance milestones: (a) 50% of the performance shares will be issued upon the cumulative consolidated gross revenue of the resulting issuer from and after the closing exceeding $0.5 million within five years of the closing; (b) 25% of the performance shares will be issued upon the cumulative consolidated gross revenue of the resulting issuer from and after the closing exceeding $17 million within five years of the closing; and (c) 25% of the performance shares will be issued upon the cumulative consolidated gross revenue of the resulting issuer from and after the closing exceeding $34 million within five years of the closing. Subject to the agreement of the applicable debt holders, in connection with the acquisition debts of Galaxy in the aggregate amount of $0.29 million (the “Galaxy converting debt”) will be settled in consideration for an aggregate of 1.52 million common shares, on the basis that the holders of such Galaxy converting debt will each be issued a number of fully paid and non-assessable common shares equal to the amount of the Galaxy converting debt divided by the acquisition share value, using a fixed exchange ratio of $1 = CAD 1.30. Prior to closing, Red Hat Investments also agreed that either Red Hat Investments or its designated assign will purchase up to 0.16 million Galaxy preferred units at a purchase price of $2.88 per Galaxy preferred unit from holders of Galaxy preferred units that elect to sell to their Galaxy preferred units. Red Hat Investments does not expect to purchase any Galaxy preferred units prior to closing, as it is anticipated that such rights will be assigned to third parties. Pursuant to the transaction, as a condition of closing, the Board of Directors of the resulting issuer will be reconstituted to be comprised of James Morel, Kurtis Rintala, Lloyd John Lemmon, Alnesh Mohan and Norman Wareham. The Officers of the resulting issuer are expected to consist of James Morel (Chief Executive Officer), Alnesh Mohan (Chief Financial Officer) and Sheryl Dhillon (Corporate Secretary). For a period of three years following the transaction, a shareholder designated by Red Hat Investments prior to closing and a Galaxy unitholder designated by Galaxy prior to closing will each be entitled to nominate for appointment or election one Director to the Board of Directors of the resulting issuer. The transaction is subject to regulatory approval, the approval of the Boards of Red Hat Investments and Galaxy, the CSE providing conditional approval for listing of the common shares, approval of the shareholders of Red Hat Investments and Galaxy, and the equity capital structure of the resulting issuer being set out in the business combination agreement. As a condition to the transaction, Red Hat Investments completed the private placement of subscription receipts on December 5, 2016, January 20, 2017, February 22, 2017, February 28, 2017 and March 31, 2017 for aggregate gross proceeds of $3.5 million. The transaction was approved by Red Hat Investments' shareholders on December 22, 2016 and was approved by the holders of Galaxy common units and the holders of Galaxy preferred units on March 31, 2017. On January 4, 2017, Red Hat Investments changed its name to “LottoGopher Holdings Inc. The transaction received conditional approval for listing from the Canadian Securities Exchange on May 10, 2017. LottoGopher’s common shares are expected to trade on the CSE under the ticker symbol “LOTO” after the CSE’s conditions for listing are satisfied and the CSE issues its final bulletin. LottoGopher’s common shares are anticipated to begin trading on May 23, 2017.