TransGaming Inc.

TransGaming Inc.

January 24, 2013 18:30 ET

TransGaming Announces Additional Subscription of Private Placement and Grant of Stock Options

TORONTO, ONTARIO--(Marketwire - Jan. 24, 2013) -


TransGaming Inc. (TSX VENTURE:TNG) ("TransGaming" or the "Company") today announced the acceptance of an additional subscription tranche of $300,000 of the private placement of up to $1.8 million it previously announced November 20, 2012. A total of 2,307,692 units will be issued to the subscriber with each unit priced at $0.13 and comprised of one (1) common share and one (1) common share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one common share at an exercise price of $0.20 at any time on or before the 24-month anniversary of the closing date.

The terms of this tranche are as previously announced and are part of a subscription agreement with the investor. This private placement, which is expected to close by January 31, 2013, will be used for working capital and general corporate purposes and provides the company with the financial resources that will lay the foundation for strategic agreements the Company is working on.

The subscription rights agreement with the investor includes a covenant that the investor will not exercise any right, including any warrant, in the event that the exercise of such right would result in the investor having beneficial ownership of 10% or more of the issued and outstanding shares in the capital of the Company. To date, including this subscription, the Company has raised a total of $750,000 and issued a total of 6,836,965 shares under the terms of the agreement.

In connection with the private placements, a finder's fee of 6% of the aggregate gross proceeds arising therefrom will be paid to an agent. In addition, the Agents will receive such number of non-transferable warrants (the "Compensation Warrants") equal to 8% of the total number of common shares issued in connection with the offering. Each Compensation Warrant will be exercisable at a price of $0.30 for a period of 24 months from the closing date to acquire one Common Share of the Company.

The private placement is subject to the approval of the TSX Venture Exchange. Securities issued will be subject to a hold period of four months and one day pursuant to applicable securities laws; however certain insiders of the Company entered into share loan and pledge agreements with the investor, which provide for the loan of free trading shares by the insiders. The insiders will not dispose or sell any of their shareholdings under these agreements and all shares loaned will be returned to the insiders after four months.

The Company also announced today that it granted options to purchase 2,473,500 common shares under the Company's stock option plan, of which 500,000 were granted to directors and officers. The granted options have an exercise price of $0.16 (being the January 23, 2013 closing price of the shares on the TSX Venture Exchange), vest 1/4 each year on June 1 from 2013-2016, and expire on January 24, 2018. The stock option grants also remain subject to acceptance for filing by the TSX Venture Exchange under Policy 4.4 ("Incentive Stock Options") of the TSX Venture Exchange Corporate Finance Manual.

About TransGaming Inc.

TransGaming Inc. (TSX VENTURE:TNG) is the global leader in the multiplatform deployment of interactive entertainment. TransGaming works with the industry's leading developers and publishers to enable and distribute games for Smart TVs, next-generation set-top boxes, Mac computers, and Linux/CE platforms. TransGaming is headquartered in Toronto, Canada.

This news release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Forward-Looking Statements

This news release contains forward-looking statements. Actual events or results may differ materially from those described in the forward-looking statements due to a number of risks and uncertainties, including changes in financial and product market conditions. Forward-looking statements are based on management's estimates, beliefs, and opinions. The Company assumes no obligation to update forward-looking statements, other than as may be required by applicable law.

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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