Aumento Capital II Corporation

TSX VENTURE : AQT.P


December 19, 2013 16:12 ET

Aumento Capital II Corporation Announces Closing of Private Placement by Goldstar Acquisitionco Inc.

TORONTO, ONTARIO--(Marketwired - Dec. 19, 2013) - Aumento Capital II Corporation ("Aumento") (TSX VENTURE:AQT.P), a Capital Pool Company, is pleased to announce that Goldstar Acquisitionco Inc. ("Goldstar"), the target company for the purposes of Aumento's previously announced Qualifying Transaction to occur by way of a reverse take-over of Aumento through a three-cornered amalgamation between Goldstar and a wholly-owned subsidiary of Aumento (the "Amalgamation"), has completed its previously announced private placement (the "Offering") of unit subscription receipts (the "Unit Subscription Receipts") at a purchase price of $4.00 per Unit Subscription Receipt and convertible debenture subscription receipts (the "Debenture Subscription Receipts") at a purchase price of $1,000 per Debenture Subscription Receipt. Canaccord Genuity Corp. acted as sole bookrunner and lead agent (the "Lead Agent") on behalf of itself and a syndicate of Agents, including Cormark Securities Inc., Industrial Alliance Securities Inc., Clarus Securities Inc., and Global Maxfin Capital Inc. (collectively, the "Agents") in respect of the Offering. The net proceeds from the Offering, after taking into consideration the Agents' commissions and expenses, which will be received by Goldstar upon satisfaction of the Escrow Release Conditions (as described below) will be approximately $61 million.

The Unit Subscription Receipts and Debenture Subscription Receipts were issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement"), entered into at closing of the Offering among Aumento, Goldstar, and CST Trust Company (the "Subscription Receipt Agent").

Upon completion of the escrow release conditions set out in the Subscription Receipt Agreement (the "Escrow Release Conditions"), each Unit Subscription Receipt shall automatically be exchanged for units of Goldstar (the "Goldstar Units") each Goldstar Unit consisting of one common share of Goldstar and one quarter of one common share purchase warrant (the "Goldstar Warrants") with each whole Goldstar Warrant being exercisable by the holder for one common share of Goldstar at an exercise price of $5.00 per share for a period of two years from the date of issuance, and each Debenture Subscription Receipt issued shall automatically be exchanged for one debenture of Goldstar (the "Goldstar Debentures"), and 30 Goldstar Warrants for each such Goldstar Debenture so issued. The Goldstar Debentures, following exchange of the Debenture Subscription Receipts, accrue interest at a rate of 5.0% per annum, payable semi-annually in arrears on June 30, and December 31 in each year, commencing on June 30, 2014. Pursuant to the terms of the Subscription Receipt Agreement, should the Escrow Receipt Conditions not be satisfied within 90 days following the closing of the Offering, Goldstar shall repurchase such Debenture Subscription Receipts and Unit Subscription Receipts from the subscribers. Upon completion of the Escrow Release Conditions, Goldstar expects to issue 11.625 million Goldstar Units and 17,500 Goldstar Debentures.

As previously announced, Goldstar entered into an amended and restated share purchase agreement on November 27, 2013 whereby Goldstar agreed to complete the purchase, immediately prior to the completion of the Amalgamation, from a subsidiary of Amaya Gaming Group Inc. (TSX:AYA), all of the outstanding shares of online casino operator WagerLogic Malta Holdings Ltd. ("WagerLogic") (see www.intercasino.com) for consideration of $70 million (the "WagerLogic Acquisition"). The WagerLogic Acquisition will be funded through the payment of $60 million cash from the proceeds of the Offering and a vendor take back promissory note of $10 million.

In connection with the Amalgamation, the Goldstar securities to be issued pursuant to the exchange of the Unit Subscription Receipts and the Debenture Subscription Receipts will be exchanged or converted into an equivalent number of securities of Aumento following upon completion of the Amalgamation upon satisfaction of standard escrow release conditions.

Gross proceeds of the Offering are being held in escrow pursuant to the terms of the Subscription Receipt Agreement pending satisfaction of the Escrow Release Conditions, and upon their release shall be utilized to complete the WagerLogic Acquisition, pay for transaction costs associated with the Offering and the Qualifying Transaction and general corporate purposes.

DISCLAIMERS

The TSX Venture Exchange Inc. has in no way passed judgement upon the merits of the proposed Transactions and has neither approved nor disapproved the contents of this press release.

Certain statements included herein, including those that express expectations or estimates by Aumento of its future performance constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Aumento at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward looking statements. Except as required by law, Aumento does not intend, and undertake no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

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