TransGaming Inc.

TSX VENTURE : TNG


TransGaming Inc.

February 18, 2014 17:46 ET

TransGaming Announces Execution of Agency Agreement and Re-Pricing of Prospectus Offering

TORONTO, ONTARIO--(Marketwired - Feb. 18, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES.

TransGaming Inc. (TSX VENTURE:TNG) ("TransGaming" or the "Company") announces that in connection with its previously announced public offering (the "Offering") of units of the Company (the "Units"), it has executed an agency agreement with Global Maxfin Capital Inc. and Jacob Securities Inc. (collectively, he "Agents"), dated today (the "Agency Agreement").

The terms of the Agency Agreement included a revision to the price of the Offering such that each Unit will have an issue price of $0.21 per Unit. As previously announced, each Unit will be comprised of one common share of the Company (a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant shall entitle the holder thereof to acquire one common share of the Company (a "Warrant Share"), for a period of twenty-four (24) months at an exercise price of $0.33.

Pursuant to the Agency Agreement, the Company intends to issue up to 19,047,619 Units for gross proceeds of up to $4,000,000. The Company has also granted the Agents an option, (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes, exercisable in whole or in part, until the date that is 30 days after the date of closing of the Offering, to sell up to 2,857,143 additional Units at a price of $0.21 per Unit for additional gross proceeds to the Company of up to $600,000.

The Company has applied and has been conditionally approved to list the Unit Shares and the Warrant Shares issuable on exercise of the Warrants on the TSX Venture Exchange (the "TSXV"). Listing will be subject to satisfying customary post-closing requirements of the TSXV.

The Offering is expected to close on or about February 21, 2014. The Company intends to use the net proceeds of the Offering to pay certain indebtedness, for general corporate purposes and to leverage its previous investment in research & development and launch a source-based portability technology later this year.

About TransGaming Inc.

TransGaming Inc. (TSX VENTURE:TNG) is a global leader in developing and delivering platform-defining social video game experiences to consumers around the world. From engineering essential technologies for the world's leading companies, to engaging audiences with truly immersive interactive experiences, TransGaming fuels disruptive innovation across the entire spectrum of consumer technology. TransGaming's core businesses span the digital distribution of games for Smart TVs, next-generation set-top boxes, and the connected living room, as well as technology licensing for cross-platform game enablement, software 3D graphics rendering, and parallel computing. Visit us at http://transgaming.com.

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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