eQube Gaming Limited
TSX VENTURE : EQG

eQube Gaming Limited

December 01, 2015 16:37 ET

eQube Gaming Limited Announces Transfer of Ordinary Shares

EDMONTON, ALBERTA--(Marketwired - Dec. 1, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

eQube Gaming Limited (TSX VENTURE:EQG) ("eQube" or the "Company") is pleased to announce that James Varanese ("Mr. Varanese"), a director of the Company, has entered into share purchase agreements for the purchase and sale of 466,667 ordinary shares of the Company (the "Ordinary Shares") from Lord Simon Isaacs of Reading ("Lord Reading") and 333,333 Ordinary Shares from Bruce Gaston ("Mr. Gaston"), for cash consideration of $0.50 per Ordinary Share (the "Share Transfers"). 350,000 of the Ordinary Shares being purchased from Lord Reading and 250,000 of the Ordinary Shares being purchased from Mr. Gaston (collectively, the "Escrowed Shares") are subject to a Form 2F - CPC Escrow Agreement (the "Escrow Agreement") as defined in the policies of the TSX Venture Exchange (the "Exchange") dated October 20, 2011, as amended, among the Company, Computershare Trust Company of Canada (formerly Olympia Trust Company) ("Computershare") and certain securityholders of the Company, and thus the Share Transfers remain subject to Exchange approval in accordance with Exchange policies. The Escrowed Shares will remain in escrow in accordance with the terms of the Escrow Agreement. The Share Transfers are also subject to the receipt of the required documentation from Computershare, the transfer agent for the Company.

Upon completion of the Share Transfers, Mr. Varanese will own or have control over 908,547 Ordinary Shares, representing 3% of the issued and outstanding Ordinary Shares. Following the completion of this transaction, Mr. Varanese will become the third largest shareholder in the Company. The shareholdings of Lord Reading will be reduced from approximately 1.5% to 0% of the issued and outstanding Ordinary Shares, and the shareholdings of Mr. Gaston will be reduced from approximately 1.1% to 0% of the issued and outstanding Ordinary Shares.

Mr. Varanese is currently a member of eQube's Board of Directors. Mr. Varanese has over 20 years' experience in mergers and acquisitions in the resource and technology industries and has served as a partner in major international law firms based in New York and London. Since 2013, Mr. Varanese has been Chairman of Siren E&P Ltd., an upstream oil and gas company based in London. He is a graduate of Harvard University.

When speaking about eQube and the transaction, Mr. Varanese commented, "eQube has a great strategy and has already shown revenue growth progression both in existing and new markets through new contracts and the launch of new products. The Company has an experienced management team and is licensed in many key regulated gaming jurisdictions, including Las Vegas. Becoming a key shareholder of eQube at this early stage of its growth is very exciting."

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Share Transfers and associated transactions, including statements regarding the terms and conditions of the Share Transfers and associated transactions. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Share Transfers and associated transactions, that the ultimate terms of the Share Transfers and associated transactions will differ from those that currently are contemplated, and that the Share Transfers and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities, including the Exchange, and the failure to submit the required documentation to Computershare). The statements in this press release are made as of the date of this release.

Neither 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.

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