Integrity Gaming Corp. V.IGAM

Early warning alert

[RegularJoe]

EARLY WARNING REPORT

Filed Pursuant to Section 102.1 of the Securities Act (Ontario) and similar provisions of other applicable securities legislation and National Instrument 62-103

1. Name and Address of offeror:

   GC-Global Capital Corp. (the “Offeror”) 25 Adelaide Street East
   Suite 1300
   Toronto, Ontario, M5C 3A1

2. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:

   On April 22, 2015, the Offeror acquired ownership and control of 28,571,428 common shares (“Additional Common Shares”) in the capital of Poydras Gaming Finance Corp. (the “Issuer”) at an issue price of CDN$0.07 per common share as part of a private placement offering of the Issuer (the “Private Placement”). The 28,571,428 Additional Common Shares represent approximately 13.6% of the post-acquisition issued and outstanding common shares in the capital of the Issuer.

3. The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release:

   Immediately prior to the closing of the Private Placement, the Offeror owned or controlled 8,375,000 common shares in the capital of the Issuer. As a result of the Offeror’s acquisition of the Additional Common Shares, the Offeror now owns and controls 36,946,428 common shares in the capital of the Issuer, representing approximately 17.6% of the issued and outstanding common shares in the capital of the Issuer.

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which

   1. (i)  the offeror, either alone or together with any joint actors, has ownership and control:

      Immediately following the Private Placement, the Offeror owns and controls 36,946,428 common shares in the capital of the Issuer, representing approximately 17.6% of the issued and outstanding common shares in the capital of the Issuer.

   2. (ii)  the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor:

      Not applicable.

   3. (iii)  the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership: 
       

      5. The name of the market in which the transaction or occurrence that gave rise to the news release took place:

         The Additional Common Shares were issued from treasury of the Issuer and the Private Placement did not take place across the facilities of any stock exchange.

      6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.

         CDN$0.07 per Additional Common Share.

      7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any further intention to acquire ownership of, or control over, additional securities of the reporting issuer:

         The Additional Common Shares were acquired for investment purposes only. Depending on economic or market conditions or matters relating to the Issuer, the Offeror may from time to time acquire additional securities of the Issuer, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its positions. The Offeror has not acquired any additional securities of the Issuer nor sold any securities of the Issuer since the Private Placement.

      8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:

         The Additional Common Shares were acquired pursuant to a subscription agreement dated April 15, 2015 between the Offeror and the Issuer.

      9. Name of any joint actors:

         Not applicable.

      10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror:

          The Additional Common Shares were issued to the Offeror at a purchase price of CDN$0.07 per Additional Common Share.

      11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements in respect of the reporting issuer’s securities:

          Not applicable. 
           

          12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.

          The Offeror acquired the Additional Common Shares under the accredited investor exemption under National Instrument 45-106 - Prospectus and Registration Exemptions.

          DATED this 27th day of April, 2015.

          GC-GLOBAL CAPITAL CORP.