TransGaming Inc.

TransGaming Inc.

June 28, 2013 17:30 ET

TransGaming Announces Final Subscription of Private Placement and Retains Market-Making Services

TORONTO, ONTARIO--(Marketwired - June 28, 2013) -


TransGaming Inc. (TSX VENTURE:TNG) ("TransGaming" or the "Company") today announced the closing of a last subscription tranche of $300,000 of the private placement of up to $1.8 million it previously announced November 20, 2012. A total of 3,000,000 units were issued to the subscriber with each unit priced at $0.10 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 $0.15 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 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 Company also announced that this would be the final subscription pursuant to the subscription agreement and the parties had agreed to terminate the subscription agreement following closing of this final subscription. Including this subscription, the Company raised a total of $1,200,000 and issued a total of 11,100,298 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 were paid to an agent. In addition, the Agents received 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 final 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.

TransGaming announced as well that it has, subject to regulatory approval, retained Venture Liquidity Providers Inc. (VLP) to initiate its market-making service to provide assistance in maintaining an orderly trading market for the common shares of the Company.

The market-making service will be undertaken by VLP through a registered broker, W.D. Latimer Co. Ltd., in compliance with the applicable policies of the TSX Venture Exchange and other applicable laws. For its services, the corporation has agreed to pay $5,000 per month for a minimum period of 6 months. The agreement may be terminated at any time by the Company or VLP subsequently. The Company and VLP act at arm's length, and VLP has no present interest, directly or indirectly, in the Company or its securities. The finances and the shares required for the market-making service are provided by W.D. Latimer. The fee paid by the Company to VLP is for services only.

VLP is a specialized consulting firm based in Toronto providing a variety of services focused on TSX-V-listed issuers.

About TransGaming Inc.

TransGaming Inc. (TSX VENTURE:TNG) is the 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

Not for Dissemination in the United States

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.

Contact Information