TransGaming Inc.

TSX VENTURE : TNG


TransGaming Inc.

February 03, 2014 16:15 ET

TransGaming Announces Public Offering of Units

TORONTO, ONTARIO--(Marketwired - Feb. 3, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES

TransGaming Inc. (TSX VENTURE:TNG) ("TransGaming" or the "Company") is pleased to announce today that it has filed a preliminary short form prospectus with the securities regulatory authorities in Ontario, British Columbia and Alberta, in connection with a marketed public offering (the "Offering") of units (the "Units").

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 to be determined in the context of the market. The pricing and number of Units will be determined in the context of the market.

The Offering will be conducted on a best efforts agency basis pursuant to an agency agreement to be entered into among the Company and Global Maxfin Capital Inc. and Jacob Securities Inc., as co-lead agents and joint book-runners (collectively, the "Agents").

The Company will apply 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 all of the requirements of the TSXV. As this Offering is subject to market conditions, there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

The Company will also grant the Agents an option, exercisable in whole or in part for a period of 30 days from the closing of the Offering to acquire up to such number of additional Units as is equal to 15% of the number of Units sold under the Offering.

The Offering is expected to close on or about February 21, 2014. The Offering is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.

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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