Aumento Capital II Corporation

November 29, 2013 15:52 ET

Aumento Capital II Corporation Files Non-Offering Preliminary Prospectus and Goldstar Acquisitionco Inc. Amends Terms of Proposed Transaction With a Subsidiary of Amaya Gaming Group Inc.

TORONTO, ONTARIO--(Marketwired - Nov. 29, 2013) - Aumento Capital II Corporation ("Aumento") (TSX VENTURE:AQT.P), a Capital Pool Company, announces that is has filed with the Ontario Securities Commission a non-offering preliminary prospectus in connection with its previously announced proposed business combination (the "Amalgamation") with Goldstar Acquisitionco Inc. ("Goldstar") whereby all of the issued and outstanding securities of Goldstar will be exchanged for securities of Aumento. The Amalgamation is intended to constitute the "Qualifying Transaction" of Aumento, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange.

Aumento also announces that Goldstar has amended certain terms of a previously announced share purchase agreement and related financing whereby Goldstar has agreed to complete the purchase, immediately prior to the completion of the Amalgamation, from a subsidiary of Amaya Gaming Group Inc. ("Amaya") (TSX:AYA), of all of the outstanding shares of online casino operator WagerLogic Malta Holdings Ltd. ("WagerLogic") (see for consideration of $70 million.

Pursuant to the original share purchase agreement, Goldstar had agreed to purchase WagerLogic for cash consideration of $70 million. The payment terms of the purchase price have now been amended to $60 million payable in cash and $10 million payable through a vendor take back promissory note. The amended agreement also includes an increase in the agreed working capital for WagerLogic. The aggregate purchase price remains $70 million. The new terms are reflected in an amended and restated share purchase agreement dated November 27, 2013. Closing of the share purchase is anticipated on or about December 31, 2013.

As a result of the amended terms, the terms of the financing to fund the purchase of WagerLogic have also been amended to reduce the private placement from $80 million to $64 million. Canaccord Genuity Corp. continues to act as the sole bookrunner and lead agent for the private placement.


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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