TransGaming Inc.

TransGaming Inc.

September 24, 2009 08:30 ET

TransGaming Inc. Announces Investment by Intel Capital

TORONTO, ONTARIO--(Marketwire - Sept. 24, 2009) - TransGaming Inc. (TSX VENTURE:TNG) ("TransGaming" or the "Company"), a leading developer of innovative products for the electronic entertainment industry, announced today that it has closed a private placement offering with Middlefield Ventures Inc. ("MVI"), the lending affiliate of Intel Capital, for US$500,000.

The Company issued an aggregate of US$500,000 principal amount of convertible notes to MVI bearing interest at 6% per annum, payable at maturity. One of these notes (for US$150,000) and the proceeds thereof will remain in escrow pending the satisfaction by the Company of certain milestones, primarily related to the development of certain technologies. $350,000 principal amount of notes is due September 24, 2011 and $150,000 principal amount of notes will mature two years from the date upon which it and the proceeds thereof are released from escrow. In the event the Company does not complete a Qualified Financing (as defined below) by January 15, 2010 or if there is a change of control of the Company, the holder may convert the principal of the notes into common shares of the Company at a conversion rate equal to CDN$0.295 per share. The principal of each of the notes will be automatically converted into common shares of the Company at a conversion rate equal to CDN$0.295 concurrently with the closing of a Qualified Financing. On repayment or conversion of the notes, the holder may elect to receive interest either in cash or in common shares of the Company at a price based on the market price at the time of settlement. Qualified Financing means an investment in the Company occurring after September 24, 2009 or before January 15, 2010 that is reasonably acceptable to MVI, in which the Company receives net proceeds greater than US$5,000,000 (or the Canadian dollar equivalent thereof), at a per share purchase price that is equal to or greater than CDN$0.295. If MVI elects to lead in a financing round then such financing round shall also be considered to be a Qualified Financing. Subject to TSX Venture Exchange approval, accrued interest on the notes shall be convertible at the same times but at a price equal to the closing price of the Company's common shares on the TSX Venture Exchange the day prior to the relevant period.

In consideration for the purchase of the notes, the Company also issued warrants to purchase an aggregate of 909,090 common shares of the Company to MVI, of which warrants to purchase 272,727 common shares will remain in escrow pending the satisfaction by the Company of the escrow milestones described above. The warrants entitle MVI to purchase common shares of the Company at an exercise price equal to CDN$0.55 per share at any time on or before September 24, 2011 (or in the case of the warrant remaining in escrow, 2 years from the date of its release from escrow). In addition, while the Warrants are still outstanding, should TransGaming issue equity securities for consideration of less than CDN$0.55 per security, the exercise price of the warrants would automatically adjust to CDN$0.295 per Common Share unless the equity securities issue is part of a Qualified Financing, in which case the exercise price of the warrants would automatically adjust to the consideration received for the equity securities in the Qualified Financing. Under no circumstances would the exercise price of the Warrants be less than $0.295 per Common Share as a result of any future equity issues.

MVI was also granted board observer rights by the Company in connection with their investment.

The notes, warrants and underlying common shares are subject to a hold period expiring on January 24, 2010, as required under applicable securities legislation and the policies of the TSX Venture Exchange.

As a result of this transaction, pursuant to the terms of the Company's existing warrant indenture to purchase up to 4,006,728 common shares dated as of December 11, 2007, the exercise price of such warrants shall be reduced to CDN$0.55.

The units sold, and the common shares and warrants underlying such units have not and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale or the solicitation of an offer to buy the securities in the United States.

Forward-Looking Statements

Certain statements in this press release may include "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of TransGaming to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this press release, such statements use such words as "may", "will", "expect", "anticipate", "project", "believe", "plan", and other similar terminology. The risks and uncertainties are detailed from time to time in reports filed by TransGaming with the securities regulatory authorities in certain of the provinces and territories of Canada. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of TransGaming to be materially different from those contained in forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

About TransGaming Inc.

TransGaming Inc. (TSX VENTURE:TNG), is a leader in the development of unique software portability products that facilitate the deployment of games across multiple platforms. TransGaming's portability technologies significantly reduce the time-to-market for and costs associated with multi-platform game releases. TransGaming works with many of the industry's leading developers and publishers to enable their games on the Mac and Linux operating systems, and currently markets its products under four brand names: Cider (Mac Gaming), Cedega (Linux Gaming), SwiftShader (Graphics Rendering) and GameTree (Game Publishing & Distribution). TransGaming is headquartered in Toronto, Canada and maintains a research and development center in Ottawa, Canada. To learn more about TransGaming's products visit

About Intel Capital

Intel Capital, Intel's global investment organization, makes equity investments in innovative technology start-ups and companies worldwide. Intel Capital invests in a broad range of companies offering hardware, software, and services targeting enterprise, home, mobility, health, consumer Internet, semiconductor manufacturing and cleantech. Since 1991, Intel Capital has invested more than US$9 billion in over 1,000 companies in 46 countries. In that timeframe, 174 portfolio companies have gone public on various exchanges around the world and 231 were acquired or participated in a merger. In 2008, Intel Capital invested about US$1.59 billion in 169 investments with approximately 62 percent of funds (excluding Clearwire) invested outside North America. For more information on Intel Capital and its differentiated advantages, visit

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