The Intertain Group Limited Announces Closing of Mandalay Media Acquisition

TORONTO, ONTARIO--(Marketwired - July 14, 2014) - The Intertain Group Limited ("Intertain" or the "Company") (TSX:IT) announced today that it has completed its previously announced acquisition of Mandalay Media Limited ("Mandalay") for an initial payment of £45.0 million in cash, exclusive of working capital adjustments, with up to a further cash payment of £15.0 million contingent on future profit performance (the "Acquisition"). Mandalay has been acquired on a debt-free basis.

The all-cash Acquisition was financed by the net proceeds of the previously completed $103.5 million offering (the "Offering") of securities consisting of $52.3 million of equity subscription receipts and $51.2 million of equity-linked debenture subscription receipts, inclusive of subscription receipts issued pursuant to the exercise in full of the underwriters' over-allotment option.

"We are very excited about the acquisition of Mandalay Media, which will add substantial free cash flow to the business and enhance our current casino offering to include a bingo segment," said John Kennedy FitzGerald, CEO of Intertain.

With the closing of the Acquisition, pursuant to the Offering, the equity subscription receipts have been exchanged on a one-for-one basis for equity units (consisting of one common share and one quarter of one warrant) without payment of additional consideration or further action. In addition, the equity-linked debenture subscription receipts have been exchanged on a one-for-one basis for debt units (each debt unit consists of one $1,000 senior secured debenture and 40 warrants) without payment of additional consideration or further action. In aggregate, 7,475,000 common shares, 3,915,750 warrants and 51,175 debentures have now been issued and will commence trading on the TSX on July 16, 2014. The warrants and debentures will trade under the symbols IT.WT and IT.DB.A, respectively.

The Offering was undertaken on a bought deal basis by a syndicate of underwriters led by Canaccord Genuity Corp. Canaccord Genuity Corp. also acted as exclusive financial advisor to Intertain with respect to the Acquisition.

About The Intertain Group Limited

Intertain is an online gaming company, which provides entertainment to a global consumer base. Intertain currently offers casino, bingo and poker games to its customers using the InterCasino, InterPoker, Costa and other brands. The InterCasino and InterPoker gaming platform is supplied by Amaya Gaming Group Inc. and its bingo offering operates off of the Dragonfish platform, a leading bingo software service provided by 888 Holdings plc.

Forward-Looking Statements

Information in this press release that is not current or historical factual information may constitute forward-looking information, including future-oriented financial information and financial outlooks, within the meaning of securities laws, related to the timing and completion of the Acquisition (including the financing thereof) and the anticipated benefits of such acquisition, including the timing and value of revenue and earnings growth potential. This information is based on certain assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking information is subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what the Company currently expects. These risks, uncertainties and other factors include, but are not limited to: credit, market, currency, operational, liquidity and funding risks, including changes in economic conditions, interest rates or tax rates, limited operating history, the heavily regulated industry, competition issues, the successful integration of Mandalay's business, the impact of change in regulations or industry standards, international operations and risks of foreign operations, the Company's capital structure, funding strategy, share price and the Company's ability to protect its intellectual property. Except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.