Vancouver, British Columbia--(Newsfile Corp. - December 17, 2018) - INTEGRITY GAMING CORP. (TSXV: IGAM)
(OTCQX: IGAMF) ("Integrity" or the "Company") today announces signing of a definitive arrangement agreement (the
"Agreement") whereby a wholly owned subsidiary of PlayAGS Inc. ("AGS") will, subject to the terms and conditions of
the Agreement, acquire all of Integrity's issued and outstanding common shares ("Integrity Shares") for a cash payment of
CAD$0.46 per Integrity Share, resulting in an aggregate transaction value of CAD$65 million, including approximately US$36 million
(approximately CAD$48 million assuming 1.34 foreign exchange rate) in Integrity debt.
The transaction is expected to close in the first half of 2019, subject to approval by Integrity's shareholders, receipt of
applicable regulatory, court and third party approvals and other customary closing conditions.
Integrity's Interim Chief Executive Officer Robert Miodunski said, "We strongly believe this is a good transaction for our
Company and our shareholders, and that our customers will benefit from AGS's deep roots in Oklahoma and its proven ability to
successfully manage a large footprint of leased games to drive strong performance for gaming operators. We look forward to working
closely with the AGS team to ensure a smooth transition and continuity of service and support for our customers. I am proud of the
Integrity team and the success we have achieved over our more than 20 years."
Transaction Details
The acquisition of all of the issued and outstanding Integrity Shares will be completed by a court-approved plan of arrangement
under the Business Corporations Act (British Columbia) (the "Arrangement") and will require, among other things, the
approval by at least two-thirds (66 2/3 percent) of the votes cast by the Integrity shareholders at a special
meeting of Integrity shareholders expected to be held in February 2019 (the "Integrity Special Meeting").
All of the directors and executive officers of Integrity and certain significant shareholders of Integrity have entered into
support agreements pursuant to which they have agreed, among other things, to vote their Integrity Shares in favor of the
Arrangement.
In addition to requisite Integrity shareholder and court approvals, completion of the Arrangement will be subject to certain
regulatory approvals, including that of the TSX Venture Exchange and the satisfaction of certain other closing conditions customary
for a transaction of this nature. Approval by shareholders of AGS is not required.
The board of directors of Integrity (the "Integrity Board") has determined that the Arrangement is fair to Integrity
shareholders and is in the best interests of Integrity. Accordingly, the Integrity Board approved the Arrangement and recommends
that Integrity shareholders vote their Integrity Shares in favour of the Arrangement.
Further information regarding the Arrangement will be included in Integrity's management information circular to be mailed to
Integrity shareholders in advance of the Integrity Special Meeting and in Integrity's material change report in respect of the
announcement of the Arrangement, each of which will be filed with the Canadian securities regulators and will be available under
Integrity's profile at www.sedar.com.
Macquarie Capital is acting as financial advisor and McMillan LLP is acting as legal counsel to Integrity.
About Integrity
Integrity Gaming Corp. is a regional slot route operator with over 2,700 gaming machines in operation across over 33 casinos in
Oklahoma and Texas. The Company primarily derives its revenue from short- and long-term revenue share contracts with Native
American casinos. It provides gaming equipment such as slot machines and electronic table games, and project financing to owners,
operators, and managers of casinos and other regulated gaming venues. The Company works with casinos, new casino developments, and
gaming machine suppliers. Additional information about the Company can be found on the Company's website at www.integritygaming.com and on the SEDAR website at www.sedar.com.
Neither the 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.
For further information, please contact:
Adam Kniec, CFO & Corporate Secretary
Integrity Gaming Corp.
T: 604.683.8393
E: ak@integritygaming.com
Cautionary Note Regarding Forward‐Looking Statements
Certain information in this news release is considered forward‐looking within the meaning of certain securities laws and is
subject to important risks, uncertainties and assumptions. This forward‐looking information includes, among other things,
information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may",
"could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and
similar words and expressions are used to identify forward‐looking information. The forward‐looking information in this news
release describes the Company's expectations as of the date of this news release. Forward-looking statements in this news release
include, but are not limited to statements with respect to the anticipated timing for the Integrity Special Meeting and the closing
of the Arrangement, the anticipated consideration to be received by Integrity shareholders, the satisfaction of closing conditions
including: (i) required Integrity shareholder approval; (ii) necessary court approval in connection with the Arrangement; (iii)
certain termination rights available to the parties under the Agreement; (iv) Integrity obtaining the necessary approvals from the
TSX-V; and (v) other closing conditions, including, without limitation, the operation and performance of the Integrity business in
the ordinary course until the closing of the Arrangement and compliance by Integrity with various covenants contained in the
Agreement.
The results or events anticipated or predicted in such forward‐looking information may differ materially from actual results or
events. Material factors which could cause actual results or events to differ materially from such forward‐ looking information
include, among others, risks arising from general economic conditions; adverse industry events; inability to realize anticipated
synergies; future legislative and regulatory developments; inability to access sufficient capital from internal and external
sources, and/or inability to access sufficient capital on favourable terms; income tax and regulatory matters; the ability of
Integrity and AGS to implement their business strategies; competition; currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's
forward‐looking information to make decisions, investors and others should carefully consider the foregoing factors and other
uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed
that the material factors referred to in the previous paragraph will not cause such forward‐looking information to differ
materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD‐LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS
NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD‐LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE
TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
