INT'L ENT (01009) has announced the signing of a cooperation agreement between its subsidiary NCLI and TGXI on June 9, 2026. Under this non-exclusive agreement, the parties will collaborate on integrating, aggregating, providing, technically supporting, and operating approved online gaming and related content via online gaming platforms and in connection with the "La Vie Resort & Casino Manila" casino. This cooperation is contingent upon approval from PAGCOR and adherence to all applicable laws, rules, regulations, licenses, and regulatory requirements.
To facilitate the cooperation, the company has engaged Philippine legal counsel to advise on the legality of the group's proposed online gaming operations under applicable laws. Following a review of the legal opinion received, the board of directors confirms that the group's online gaming operations under the cooperation will be considered legal and compliant.
The company has also appointed an internal controls consultant to review the design of the internal control system, which will be based on TGXI's system adopted for the online gaming operations. Through interviews, process testing in key areas such as customer due diligence, gaming operations, anti-money laundering, and customer support, and an independent assessment of the suitability of TGXI's internal control system design, the consultant found no material internal control deficiencies. Nonetheless, the consultant provided several recommendations to enhance the internal control policies and procedures the group will adopt.
Based on the internal control review's conclusions and discussions with the consultant, the company's management believes the online gaming operations conducted under the cooperation—which will implement the reviewed and recommended internal control procedures—are appropriately governed. Consequently, the board considers that sufficient and effective internal control policies and measures have been established for these operations.
NCLI is a corporation duly organized and existing under Philippine law. It is an indirect subsidiary of the company and a co-holder of a provisional license. In 2023, PAGCOR granted a provisional license to MSPI and NCLI. NCLI is the operator of the "La Vie Resort & Casino Manila" casino and obtained the relevant licenses, certificates, and certifications for online gaming operations in 2025.
TGXI is also a corporation duly organized under Philippine law and is an experienced online gaming operator. It is a direct wholly-owned subsidiary of DigiPlus, which holds HK$1.6 billion in convertible bonds issued by the company. DigiPlus' issued shares are listed on the Philippine Stock Exchange.
The directors believe the Philippine online gaming industry is rapidly expanding, driven by favorable government policies, advanced technology, and growing market demand. Participation in this sector is expected to broaden the group's revenue base, enhance operational scalability, and create new growth drivers. Securing NCLI's online gaming license in 2025 provides the necessary regulatory foundation for the group to enter this market.
With this licensed status, the cooperation enables NCLI and TGXI to jointly commence online gaming operations under and benefit from NCLI's license. This structure allows the group to leverage TGXI's established online gaming infrastructure, significantly reducing the time and resources required to build a platform from scratch. Through this partnership, the group can enter the online gaming industry in an efficient, compliant, and competitive manner, thereby strengthening its strategic capabilities and delivering better returns for shareholders.