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
.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 CommonShare of the Company at an exercise price of
.75 per Common Share for aperiod 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 of6% of the aggregate gross proceeds arising therefrom will be paid tothe Agent. In addition, upon closing of the Offering, the Agent willreceive such number of non-transferable warrants (the "Compensation Warrants"),equal to 6% of the total number of Units issued in connection with theOffering. Each Compensation Warrant will be exercisable at a price of
.50 for a period of 24 months from the closing date to acquire oneCommon Share of the Company.
The Corporation has granted the Agent anover-allotment option to increase the size of the Offering by up to anadditional 33%, subject to regulatory approval, of the number of Units,at any time on or before two days prior to the Closing Date, at theIssue Price.
The Offering is subject to the approval of the TSXVenture Exchange. Securities issued in the Offering will be subject to ahold period of four months and one day pursuant to applicablesecurities laws.
About TransGaming Inc.
TransGaming Inc. (TSX VENTURE:TNG), is the globalleader in the multiplatform deployment of interactive entertainment.TransGaming works with the industry's leading developers and publishersto enable and distribute games for Smart TV set-top boxes, Maccomputers, and Linux/CE platforms. TransGaming is headquartered inToronto, Canada, with offices in Ottawa and Atlanta. To learn more aboutTransGaming visit www.transgaming.com.
This news release shall not constitute an offer tosell or the solicitation of any offer to buy, nor shall there be anysale of these securities in any jurisdiction in which such offer,solicitation or sale would be unlawful. The securities offered have notbeen 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 absentregistration or applicable exemption from the registration requirementsof the U.S. Securities Act and applicable state securities laws.
Forward-Looking Statements
This news release contains forward-lookingstatements. Actual events or results may differ materially from thosedescribed in the forward-looking statements due to a number of risks anduncertainties, including changes in financial and product marketconditions. Forward-looking statements are based on management'sestimates, beliefs, and opinions. The Company assumes no obligation toupdate forward-looking statements, other than as may be required byapplicable law.
Neither TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracy ofthis release.