- Institutional Shareholder Services (ISS) recommends shareholders approve Tangelo’s arrangement transaction
with GoGel Holdings Inc, pursuant to which GoGel will acquire all the issued and outstanding common shares of Tangelo for
C$0.02565 per share, representing an all-cash 71% premium to the closing price of such shares on July 10, 2018, the date prior to
the date on which the arrangement transaction was announced
- Shareholders are urged to vote FOR the value maximizing all-cash transaction in advance of proxy voting
deadline of 10:00 a.m. (Toronto Time) on September 7, 2018
- For assistance voting contact Kingsdale Advisors at 1-866-581-1489 or
contactus@kingsdaleadvisors.com
TORONTO, Aug. 27, 2018 (GLOBE NEWSWIRE) -- Tangelo Games Corp. (TSX-VENTURE: GEL) (“Tangelo”,
or “the Company”) today announced that Institutional Shareholder Services Inc. (“ISS”), a leading
independent proxy advisory firm, has recommended that Tangelo shareholders vote “FOR” all of the resolutions at
its annual and special meeting of shareholders on September 11, 2018, including but not limited to, the arrangement resolution in
respect of the proposed sale of all of the issued and outstanding common shares of Tangelo to GoGel Holdings Inc.
(“GoGel”).
In its report, ISS provided the following rationale:
“Vote FOR the proposed arrangement given the significant offer premium, the certainty of value of the cash
consideration, the reasonable strategic rationale, the adequate strategic review process and the weak financial position of the
company (as indicated by the auditor).”
Welcoming the favourable recommendation, Tangelo CEO and Director James Lanthier, stated: “We are pleased that
ISS is joining a growing number of Tangelo shareholders supporting the arrangement transaction with GoGel. The arrangement provides
shareholders with an opportunity to realize immediate liquidity and certainty of value. The only alternative is the real prospect
of Tangelo being forced to seek creditor protection, where shareholders would, more likely than not, receive no consideration. We
thank Tangelo shareholders for their ongoing support.”
Shareholders are reminded that every vote counts regardless of how many shares they own and to vote their
proxies by September 7th, 2018 at 10:00 a.m. (Toronto Time).
If you have any questions, please contact Kingsdale Advisors at 1-866-581-1489 toll-free in North America, or
416-867-2272 outside North America or by email at contactus@kingsdaleadvisors.com. Shareholders that have questions about
depositing their shares to the arrangement including with respect to completing the applicable letter of transmittal, please
contact TSX Trust, who is acting as depositary under the arrangement, by telephone at 1-(866)-393-4891, by facsimile at
416-361-0470 or by email at TMXEInvestorServices@tmx.com.
About Tangelo Games Corp.
Tangelo Games Corp., the parent company of Tangelo Israel and Tangelo Spain, is a developer of social and mobile
gaming for desktop, iOS and Android platforms. Tangelo Israel and Tangelo Spain design, develop and distribute their top ranked
social casino-themed games within online social networks (such as Facebook) and mobile platforms (such as Android and iPhone). All
of the Tangelo Israel and Tangelo Spain games are free to play and generate revenue primarily through the in-game sale of virtual
coins.
For further information, please contact:
Spyros P. Karellas
President & CEO
Pinnacle Capital Markets LTD.
Mobile/Office: 416-433-5696
www.pinnaclecapitalmarkets.ca
spyros@pinnaclecapitalmarkets.ca
Skype: spyros.karellas
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of
applicable securities laws. These statements and information include information and statements as to management’s expectations
with respect to, among other things, the arrangement providing liquidity and certainty of value for Tangelo shareholders, the
availability of alternatives to the arrangement, and the completion of the arrangement. Often, but not always, forward-looking
statements and information can be identified by the use of words such as “may”, “will”, “should”, “plans”, “expects”, “intends”,
“anticipates”, “believes”, “budget”, and “scheduled” or the negative thereof or variations thereon or similar terminology.
Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered
reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies.
Readers are cautioned that any such forward-looking statements and information are not guarantees and there can be no assurance
that such statements and information will prove to be accurate and actual results and future events could differ materially from
those anticipated in such statements. Important factors that could cause actual results to differ materially from Tangelo’s
expectations are disclosed in Tangelo’s continuous disclosure documents which are filed with Canadian regulators on SEDAR
(www.sedar.com), including in the circular that was mailed to Tangelo shareholders in advance of the meeting. Such factors include,
amongst others, the receipt of all necessary approvals to complete the arrangement, the timing of the meeting, the receipt of any
superior proposals, and the completion of all conditions to the arrangement. Tangelo expressly disclaims any intention or
obligation to update or revise any forward-looking statements and information whether as a result of new information, future events
or otherwise, except as required by applicable law. All written and oral forward-looking statements and information attributable to
us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
