Contagious Gaming Inc.
TSX VENTURE : CNS

Contagious Gaming Inc.

September 26, 2014 09:00 ET

Contagious Gaming Announces Completion of Strategic Investment and Amendment to Trinity Mirror Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 26, 2014) -

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

Contagious Gaming Inc. (TSX VENTURE:CNS), ("Contagious Gaming" or the "Company") is pleased to announce that the Company and its subsidiary, Contagious Sports Limited ("Contagious Sports"), have entered into an amending agreement (the "Amending Agreement") to its existing Partnership Service Agreement entered into on November 1, 2013 (the "Service Agreement") with Trinity Mirror Shared Services Limited, a subsidiary of Trinity Mirror PLC ("Trinity Mirror") to restructure the warrants and option granted to Trinity Mirror in connection with the Service Agreement. In addition, as part of the previously announced $6,002,800 equity financing completed on September 19, 2014, Trinity Mirror subscribed for 625,000 common shares of Contagious Gaming at a price of $0.40 per share for gross proceeds of $250,000.

Trinity Mirror is one of the UK's largest multimedia publishers and the UK's largest newspaper group with over £663 million in annual revenues. Pursuant to a Partner Services Agreement Trinity Mirror provides Contagious Sports with distribution, sales, and marketing support through its UK newspapers under the Trinity Mirror brand.

Peter Glancy, Chief Executive Officer commented: "We are delighted that Trinity Mirror has made such a commitment by their investment in Contagious Gaming and to the amendment of our Service Agreement. The Amending Agreement not only removes any potential dilution of ownership in our subsidiary, Contagious Sports, but is also a significant endorsement from one of the world's leading multi-media publisher groups, with over 82,000,000 worldwide internet users. Our strengthened alliance, improves both our financial and strategic relationship. As a key partner for 'Goal Time', our live in play football lottery sports betting system, we look forward to continuing to work together to build a long and successful relationship."

Matt Colebourne, Director of New Businesses at Trinity Mirror added: "It's fantastic to see Contagious Sports, a company that we backed as an early startup in the UK, now a public company with what we believe to be huge potential. Our CEO Simon Fox, as part of the his restructuring for future growth of Trinity Mirror, gave New Businesses the remit to build, partner with and acquire innovative new businesses which will form a major part of our group's future revenues. It's therefore very rewarding to celebrate Contagious Sports' success and our future partnership for further success."

The Company and Trinity Mirror have agreed, subject to the approval of the TSX Venture Exchange, to the following transactions:

  1. Existing warrants that Trinity Mirror holds in Contagious Sports will be cancelled, as a result of which the Company will hold a 100% equity interest in Contagious Sports;

  2. Trinity Mirror will issue Contagious Gaming a credit of £600,000 which may be allocated by Contagious Gaming at any time within 24 months towards marketing from Trinity Mirror for Contagious Sports' web and mobile pools betting application;

  3. Trinity Mirror will release Contagious Sports from indebtedness of £210,000 owing by Contagious Sports to Trinity Mirror for past advertising services;

  4. Contagious Gaming will enter into a Supplemental Agreement with Trinity Mirror pursuant to which Contagious Gaming will agree to be made a party to and guarantee the obligations of Contagious Sports under the current Partner Services Agreement between Trinity Mirror and Contagious Sports; and

  5. Contagious Gaming will issue the following securities to Trinity Mirror: (a) 965,528 common shares of Contagious Gaming ("Contagious Gaming Shares"), (b) 1,839,100 escrowed Contagious Gaming Shares, with 25% of such Contagious Gaming Shares being released for each £150,000 of advertising which is advanced to Contagious Gaming under the £600,000 credit described above, and (c) warrants to acquire an aggregate of up to 2,716,667 Contagious Gaming Shares, with exercise prices ranging $0.80 per share to $1.50 per share and expiry dates ranging from February 29, 2016 and February 28, 2018. Pursuant to the warrant instrument, Contagious Gaming is entitled to accelerate the expiry of the Contagious Gaming Warrants to the date that is ten business days following the date a notice is provided to Trinity Mirror in the event that the volume weighted average trading price of Contagious Gaming common shares on the TSX Venture Exchange is equal to or greater than $1.00, $1.5625 and $1.875 for any period of twenty trading days after September 25, 2014, after March 31, 2016, after September 1, 2017.

About Trinity Mirror

Trinity Mirror is one of the United Kingdom's largest multimedia publishers. Trinity Mirror's digital news brands reach over 82,000,000 worldwide internet users every month. It also publishes five national titles reaching 7,700,000 readers each weekend and over 100 regional newspapers reaching an additional 8,400,000 readers each week. Its award winning portfolio of newspapers, websites and digital platforms include such iconic publications as the Daily Mirror and the Daily Record.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward‐looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward‐looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD‐LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

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