On February 21, 2014, TransGaming Inc. (TSX-V: TNG) (TransGaming or the Company) closed a public offering of units (the Units) for aggregate gross proceeds of approximately $4.6 million (the Offering).
The Company issued an aggregate of 21,904,762 Units at a price of $0.21, with each Unit comprised of one common share of the Company (a Unit Share) and one half of one common share purchase warrant (each whole warrant, a Unit Warrant). Each Unit Warrant entitles the holder thereof, for a period of twenty-four (24) months following the closing of the Offering, to acquire one common share of the Company at an exercise price of $0.33.
The Offering was conducted on a best efforts agency basis pursuant to an agency agreement dated February 18, 2014 (the Agency Agreement) among the Company and Jacob Securities Inc. and Global Maxfin Capital Inc.,as co-lead agents (collectively, the Agents). Pursuant to the terms of the Agency Agreement, the Company granted the Agents an over-allotment option to purchase up to 2,857,143 additional Units to cover over-allocations, if any, and for market stabilization purposes, such over-allotment option exercisable for a period of 30 days from the closing of the Offering. The Agents exercised the entire over-allotment option, which closed concurrently with the Offering.
The Offering was completed pursuant to a short form prospectus dated February 18, 2014 that the Company has filed with the security regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario.
Norton Rose Fulbright Canada LLP represented the Issuer with a team led by Paul Amirault that included Barry Segal (tax) Andrew Godfrey (Ontario securities law) and Matthew Hall (Alberta securities law).