By Ron Segev, Andrew Ng, and Rebecca Dales

For years now, Canada has been a centre of iGaming business activity, and the local industry has developed and attracted a large base of experienced gaming professionals, innovative start-ups, established entities, and active investors.

While Ontario’s recent iGaming regime, established under the Alcohol and Gaming Commission (AGCO), has attracted much buzz and attention, Canada as a whole has long been a desirable spawning ground for fledgling iGaming operations independent of the recent changes.

Here and at the 2022 Canadian Gaming Summit, we set out four great advantages Canada has to offer iGaming companies: tax breaks; time zones; talent; and tickertape.

Tax breaks

One of the great tax programs iGaming companies can take advantage of in Canada is the Scientific Research and Experimental Development Tax Credit Program (SR&ED). Your iGaming company may be eligible for SR&ED if it is involved in, among other things, algorithm development, system performance improvement, inter-operability with third-party products, or rendering. The tax credit can be claimed for a list of allowable related expenditures that can include wages, materials and overhead.

A Canadian-controlled private corporation (CCPC) is eligible for federal and provincial corporate tax rate reductions on the first $500,000 of active business income earned in Canada in any given taxation year. The caveat is that this particular tax benefit is effectively limited to companies controlled by Canadian residents, though, as we will discuss below, for certain individuals, this is also less of a headache than most places.

Provincially, under the British Columbia Small Business Venture Capital Act, investors in BC companies registered as an Eligible Business Corporation (EBC) can claim a 30 per cent tax credit on their investments in equity securities of EBCs. So, an individual could subscribe to $200,000 in equity to an iGaming start-up and effectively only pay $140,000. This can make it much easier for a company to raise money in its early stages.

Talent

Some truly big names in gaming have come out of Canada. Amaya Gaming, Bodog, Engine Media Holdings, Gamehost, and Score Media and Gaming, to name just a few, all came from the Great White North. In addition, Canadians have emerged as industry leaders, founding or taking senior positions with companies such as PokerStars, Caesars Digital, Pala Interactive, and a host of other companies that have since merged into today’s big gaming conglomerates. Each year, the pool of talent only grows deeper as experienced players move in, out, and between industry companies, meaning it won’t be too difficult to build your bench.

Canadian immigration law makes it feasible for individuals to come to Canada to start an iGaming company or work in one. You’re essentially looking at two systems: permanent residency and work permits.

For permanent residency, there are three general pathways. For the Canadian Experience Class, the main requirement is that the individual accumulates 1560 hours of work experience in a “skilled” position over the course of three years. Federally, a point system is used to determine qualification, spanning a wide range of areas including education level, work experience, and language. Meanwhile, provincially, a separate application can be filed to be nominated if you are, among other things, a high-skilled worker.

While awaiting permanent residency or otherwise, you must have a work permit to legally work in Canada. Thankfully, Canada has a robust system to allow non-residents to work in the country if they are a skilled worker or starting a new company in Canada

If you’re looking to bring in international talent, the system is certainly set up for you to do so. The Global Talent Stream program, in optimal conditions, allows the processing of 80 per cent of applications in two weeks or less under two categories.

High-growth companies that demonstrate a need to recruit specialized talent fall under Category A. You would need to be referred to this program by a designated referral partner. Alternatively, Category B will allow you to hire skilled workers for specific occupations from abroad. This list is periodically updated, but currently includes computer and information systems managers, computer engineers, software engineers and designers, mathematicians and statisticians, web designers and developers, database analysts, and data administrators.

Category B skilled workers will be able to bring their families over. As an additional bonus, the spouse of a skilled worker on the Category B list will likely be eligible for an open work permit themselves. Temporary foreign workers are also eligible for provincial healthcare coverage within a few months of arriving in Canada.

All that is to say that if you are an experienced c-suite manager and you want to start an iGaming company in Canada, there will likely be a way for you to do so in a short amount of time. Further, if you want to pull international talent, Canada not only makes it easy from an immigration perspective, it’s a pretty easy sell as a great place to live. Microsoft’s office in Vancouver is a great example, where roughly a quarter of their approximately 600 employees today are foreign workers.

Time zones

Canada and the U.S. have always shared strong business ties. With the development of international iGaming regimes and programs, that connection has only grown stronger. Compared with out-of-continent entities, Canada offers the excellent advantage of shared time-zones and short travel times.

For example, Toronto, Montreal, New Jersey, and New York all operate within the same time zone. Vancouver, Los Angeles, Las Vegas, and Seattle operate in another, and between the two there is only a three-hour difference. This is extremely conducive to inter-city business development and relations.

Shared time zones, shared language, and media markets that tend to bleed into each other work to create a situation where Canadians have a great understanding of American culture. Canadians are avid consumers of American sports culture in a way that no other country experiences. For example, a Canadian sports fan would likely be able to discuss their March Madness picks, Pro-Bowl picks, or favourite Canadian-U.S. MLS rivalry. This cultural awareness of the U.S. among Canadians makes it easier to build Canadian-based customer service, content, SEO, trading and other U.S. or North American-facing teams.

Tickertape

With all that in mind, perhaps the largest consideration for many iGaming companies is far more singular: raising capital. Fortunately, accessing capital in Canada is fairly frictionless and cost-effective.

Going public: listing requirements

For many iGaming companies, the goal is not to remain private, especially due to the capital-intensive nature of iGaming business models. Canada is home to several exchanges: the Canadian Securities Exchange (the CSE), the NEO Exchange, the TSX-V, and the TSX, with listing requirements increasing in the same order. This means that companies can access capital at various stages and scale of development.

On the lowest end of requirements for listing, we have the CSE, where an iGaming company could list with just the following:

Going public is a lot less daunting than it seems and is an excellent way to obtain capital to develop your business and technology. Timing for each listing is highly case-specific, but the fastest everything could be completed would likely be six months, though more generally it usually takes about a year. As you have probably already noticed, the barriers are fairly low.

Public companies and M&A

Once you’ve crossed the finish line and finally go public, it becomes much easier and more efficient to acquire companies. This is because, for acquisitions where the targets are paid in cash and shares of the purchaser are more, obtaining financing concurrent with those transactions becomes far simpler than it is for private companies. All of this again lowers the up-front capital costs required of founders in achieving their goals.

Case studies

One of the largest IPOs in the Canadian iGaming scene was for Nuvei, a payment processor that provides services predominantly to iGaming companies, including BetMGM, FanDuel, and Draftkings. Nuvei has been around since the early 2000s and is an example of a well-established company going public in Canada. In September 2020, Nuvei raised $700 million in its IPO on the TSX, making it the biggest IPO of a technology company in the history of the TSX.

Nuvei’s IPO was preceded by several rounds of private fundraising. It raised $60 million in its initial Series A, an undisclosed amount in a venture round, and $270 million in a private equity round almost a year before its IPO.

Of course, an iGaming company does not need to be in such a mature phase of its development to have a successful IPO. An excellent recent example is Toronto-based Rivalry, which owns Rivalry Limited, a sports betting and media property offering fully regulated online wagering that holds an Isle of Man gaming license.

Rivalry was founded in 2017, is an iGaming operator as opposed to a service provider, and its original area of focus was eSports betting. Moreover, Rivalry was one of the first companies to be registered as an internet gaming operator under the newly implemented Ontario iGaming regime.

Unlike Nuvei, Rivalry opted to go public through a private placement of subscription receipts rather than a public offering, raising USD$22 million from a syndicate of agents co-led by Eight Capital and Cormack Securities Inc. Rivalry became publicly listed on September 17, 2021 on the TSX-V.

Conclusion

The environment in Canada is highly favourable to new iGaming companies to establish themselves and raise capital. The “4Ts” described above, in conjunction with a healthy population of investors with an appetite for iGaming investments, make the Great White North an ideal location to set up shop.

Ron Segev is the Founding Partner at Segev LLP, a full solutions law firm with a specialization in interactive entertainment including online gaming and esports, and has been rated as a Band 1 gaming lawyer by Chambers and Partners – their highest ranking – and is also a General Member of the International Masters of Gaming Law. He was a featured panelist on the topic of the 4Ts and Canadian gaming at the 2022 Canadian Gaming Summit.

Andrew Ng is an articling student with Segev LLP.  He graduated from the Peter A. Allard School of Law (University of British Columbia) in 2021.

Rebecca Dales is an articling student with Segev LLP.  She graduated from Bond University in 2019 and was called to the New South Wales (Australia) bar in 2020.