TransGaming Inc.
TSX VENTURE : TNG

TransGaming Inc.

September 15, 2016 09:00 ET

TransGaming Announces Additional Details Regarding Its Upcoming Arm's Length Brokered Private Placement of Subscription Receipts

TORONTO, ONTARIO--(Marketwired - Sept. 15, 2016) - Further to its announcement via news release dated August 23, 2016 that its special meeting of shareholders will be held on September 16, 2016 (the "Meeting") and to the publication of its corresponding management information circular dated August 23, 2016 (the "Circular") on SEDAR, TransGaming Inc. (TSX VENTURE:TNG) (the "Company" or "TransGaming") is pleased to provide its shareholders with additional details in respect of the arm's length brokered private placement that the Company intends to complete following its proposed change of business from one focused on the digital distribution of games for Smart TVs, next- generation set-top boxes and over-the-top devices, to that of lending to, investing in and financing real estate transactions (the "Proposed COB").

BROKERED PRIVATE PLACEMENT

As described in the Circular, in connection with the Proposed COB and Other Transactions including, but not limited to, the Stock Consolidation (as such terms are defined in the Circular), the Company expects to complete an arm's length brokered private placement of a minimum of 16,666,666 subscription receipts and up to a maximum of 33,333,333 subscription receipts at a price per subscription receipt of $0.60 resulting in gross proceeds to the Company of a minimum of $10,000,000 and up to a maximum of $20,000,000 (the "Private Placement").

Each subscription receipt shall be automatically exercisable, without any further action by the holder of such subscription receipt, and without any additional consideration, into one post-Stock Consolidation common share (each, a "Common Share") upon the satisfaction of certain escrow release conditions described below. In addition, each subscription receipt will include, at no additional cost, one (1) eighteen (18) month common share purchase half-warrant and one (1) thirty-six (36) month common share purchase half-warrant (each half-warrant, together, a "Warrant") which will each be exercisable at $0.70. The Company may in its sole discretion call the Warrants if and when and the Common Shares trade at a price equal to or greater than $1.20 for 5 consecutive days.

It is contemplated that the Private Placement will be completed in two closings, with an initial delivery and payment for the subscription receipts to be completed at a closing of the purchase and sale of a minimum of 16,666,666 subscription receipts at a price per subscription receipt of $0.60 resulting in gross proceeds of a minimum of $10,000,000. Once the first closing is completed on or around September 26, 2016, or such other date as the Company and the Agent (as defined below) may determine, an additional delivery and payment for the subscription receipts will be completed at a second closing of the purchase and sale of additional subscription receipts up to maximum of 33,333,333 subscription receipts at a price per subscription receipt of $0.60 resulting in gross proceeds of a maximum of $20,000,000.

The proceeds from the Private Placement will be held in escrow and will be released to the Company subject to and conditional upon (i) the satisfaction of all conditions precedent to the Proposed COB and Other Transactions described in the Circular, including shareholder approval, and (ii) the receipt of all required regulatory approvals necessary to complete the Proposed COB and Other Transactions (including, without limitation, the conditional approval of the TSX Venture Exchange ("TSXV")). If the escrow release conditions are not satisfied, the subscription receipts issued in the Private Placement will immediately become null, void and of no further force or effect and the escrowed proceeds will be returned to the holders on a pro-rata basis.

Cranson Capital Securities Inc. (the "Agent") will act as the agent for the Private Placement. The Company shall pay the Agent an initial work fee of $10,000 upon confirmation of shareholder approval for the Proposed COB and a cash amount equal to six percent (6.0%) of the aggregate proceeds of the Private Placement raised by the Agent. For further details and information about the Private Placement, please see the Circular.

On behalf of the Company,

Dennis Ensing, CEO

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.

Forward-Looking Statements

Certain statements in this document may constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use words like "may", "will", "expect", "continue", "believe", "plan", "intend", "would", "could", "should", "anticipate" and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this document. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the "Risk Factors" section of the Company's the most recently filed Annual Report which is available on SEDAR at www.sedar.com.

Although the forward-looking statements contained in this document are based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with these forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.

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