TransGaming Inc.
TSX VENTURE : TNG

TransGaming Inc.

November 15, 2011 16:01 ET

TransGaming Engages M Partners Inc. to Carry Out $1,500,000 Financing

TORONTO, ONTARIO--(Marketwire - Nov. 15, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES

TransGaming Inc. (TSX VENTURE:TNG) ("TransGaming" or the "Company") is pleased to announce that it has entered into an agreement with M Partners Inc. (the "Agent") to act as agent, on a best efforts basis, for a brokered private placement (the "Offering") of up to 3,000,000 units (the "Units") at $0.50 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of up to $1,500,000.

Each Unit will consist of one common share of the Company (a "Common Share") and one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share of the Company at an exercise price of $0.75 per Common Share for a period of 24 months from the closing date.

The net proceeds from the Offering will be used by the Company for working capital and general corporate purposes.

In connection with the Offering, a cash commission of 6% of the aggregate gross proceeds arising therefrom will be paid to the Agent. In addition, upon closing of the Offering, the Agent will receive such number of non-transferable warrants (the "Compensation Warrants"), equal to 6% of the total number of Units issued in connection with the Offering. Each Compensation Warrant will be exercisable at a price of $0.50 for a period of 24 months from the closing date to acquire one Common Share of the Company.

The Corporation has granted the Agent an over-allotment option to increase the size of the Offering by up to an additional 33%, subject to regulatory approval, of the number of Units, at any time on or before two days prior to the Closing Date, at the Issue Price.

The Offering is subject to the approval of the TSX Venture Exchange. Securities issued in the Offering will be subject to a hold period of four months and one day pursuant to applicable securities laws.

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 TV set-top boxes, Mac computers, and Linux/CE platforms. TransGaming is headquartered in Toronto, Canada, with offices in Ottawa and Atlanta. To learn more about TransGaming visit www.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.

Contact Information