Qualifying Transaction – The Intertain Group Limited

February 11, 2014

Paul Pathak, Navin Khanna and Alicia McKeag worked with The Intertain Group Limited to close its qualifying transaction. A copy of the transaction press release is reproduced below.


TORONTO, Ontario, February 11, 2014 – The Intertain Group Limited (formerly Aumento Capital II Corporation) (the “Company” or “Intertain”) (AQT.P-TSX Venture Exchange), a Capital Pool Company, is pleased to announce that it closed its Qualifying Transaction today (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange) involving the amalgamation of Goldstar Acquisitionco Inc. (“Goldstar”) with a wholly-owned subsidiary of the Company, and the exchange of all of the issued and outstanding securities of Goldstar for securities of the Company (the “Amalgamation”).  Pursuant to the terms of the Qualifying Transaction, the Company consolidated its issued and outstanding common shares on the basis of one new common share for every 20 issued and outstanding, and issued 13,890,023 common shares, 3,431,250 share purchase warrants (the “Warrants”), and unsecured convertible debentures in the aggregate principal amount of $17,500,000 (the “Debentures”) in exchange for all of the issued and outstanding securities of Goldstar.  The Company also changed its name to “The Intertain Group Limited.”

The common shares of the Company are expected to be delisted from the TSX Venture Exchange and relisted for the trading on the Toronto Stock Exchange (“TSX”) under the symbol “IT”.  In addition, the Company also expects to list its convertible debentures on the TSX under the symbol “IT.DB”.

The Company’s board of directors is now comprised of the following individuals: John Kennedy FitzGerald, Mark Redmond, Stan Dunford, John Fielding, Brent Choi, David Danziger, and Paul Pathak.  In addition, the board has appointed John Kennedy FitzGerald as President and Chief Executive Officer, and Keith Laslop as Chief Financial Officer.

James Walker has resigned as a director of the Company, and David Danziger has resigned as President, Chief Executive Officer, Secretary, and Chief Financial Officer of the Company.

Upon closing of the Qualifying Transaction, 1,183,463 options were issued to incoming directors, officers, consultants and employees of the Company, each having an exercise price of $4.00 per share for a period of five years, with such options vesting as to 1/36th each month for a period of three years.

Prior to closing of the Qualifying Transaction, Goldstar completed a private placement (the “Offering”) of unit subscription receipts (the “Unit Subscription Receipts”) at a purchase price of $4.00 per Unit Subscription Receipt and convertible debenture subscription receipts (the “Debenture Subscription Receipts”) at a purchase price of $1,000 per Debenture Subscription Receipt.  Canaccord Genuity Corp. acted as sole bookrunner and lead agent (the “Lead Agent”) on behalf of itself and a syndicate of Agents, including Cormark Securities Inc., Industrial Alliance Securities Inc., Clarus Securities Inc., and Global Maxfin Capital Inc. (collectively, the “Agents”) in respect of the Offering.  The net proceeds from the Offering, after taking into consideration the Agents’ commissions and expenses, was approximately $61 million.

Upon completion of the escrow release conditions set out in the subscription receipt agreement entered into among the Company, Goldstar, and CST Trust Company on December 19, 2013 (the “Escrow Release Conditions”), each Unit Subscription Receipt was automatically exchanged for units of Goldstar (the “Goldstar Units”), each Goldstar Unit consisting of one common share of Goldstar and one quarter of one common share purchase warrant (the “Goldstar Warrants”) with each whole Goldstar Warrant being exercisable by the holder for one common share of Goldstar at an exercise price of $5.00 per share until December 31, 2015, and each Debenture Subscription Receipt issued was automatically exchanged for one debenture of Goldstar (the “Goldstar Debentures”), and 30 Goldstar Warrants for each such Goldstar Debenture so issued.  The Goldstar Debentures accrue interest at a rate of 5.0% per annum, payable semi-annually in arrears on June 30, and December 31 in each year, commencing on June 30, 2014.  A total of 11.625 million Goldstar Units and 17,500 Goldstar Debentures were issued upon satisfaction of the Escrow Release Conditions.

Upon completion of the Amalgamation today, the common shares of Goldstar were exchanged for common shares of the Company, the Goldstar Warrants were exchanged for Warrants having substantially the same terms and conditions as the Goldstar Warrants, and the Goldstar Debentures were exchanged for Debentures having substantially the same terms and conditions as the Goldstar Debentures.

Proceeds from the Offering were used to fund the acquisition by Goldstar of all of the issued and outstanding common shares of WagerLogic Malta Holding Ltd. (“WagerLogic”) from a subsidiary of Amaya Gaming Group Inc. (“Amaya”) (TSX: AYA) for consideration of $70 million (the “WagerLogic Acquisition”) pursuant to the terms of a Share Purchase Agreement dated November 27, 2013 (the “Share Purchase Agreement”).  The WagerLogic Acquisition was completed today through the payment of $60 million cash and the issuance of a $10 million vendor take-back in the form of a promissory note, bearing interest at 6.0% per annum payable semi-annually in arrears beginning in the second year following its issuance and maturing on the fourth anniversary of its issuance.

The Share Purchase Agreement provides for a bonus payment of USD $10,000,000 if CryptoLogic Operations Limited (“CryptoLogic Operations”), the wholly-owned operating subsidiary of WagerLogic, achieves a net revenue target of USD $30,000,000 during the second year following closing (payable in 12 monthly instalments during the third year following closing), and a bonus payment of USD $10,000,000 if CryptoLogic Operations achieves a net revenue target of USD $40,000,000 during the third year following closing (payable in 12 monthly instalments during the fourth year following closing).

CryptoLogic Operations is an online casino operator through its “Inter” brand consisting of InterCasinoTM, InterPokerTM, and InterBingoTM, amongst other online names (the “InterCasino Business”).  Revenue and net income of the InterCasino Business were USD $8.0 million and USD $1.8 million respectively for the nine month period ended September 30, 2013. Revenue and net income for the full year 2012 were USD $17.2 million and US$5.8 million respectively.

Subsidiaries of Amaya (the “Service Providers”) will continue to supply CryptoLogic Operations with software, services and content to power the InterCasino Business pursuant to a number of service agreements. Amaya and its Service Providers have entered into a Revenue Guarantee Agreement, under which they jointly and severally guarantee the financial obligations of the Service Providers under the service agreements, including an obligation to pay CryptoLogic Operations, during the next two years, an amount equal to the shortfall between CryptoLogic Operation’s quarterly net revenue and a pre-established quarterly net revenue target of USD $4,750,000.

 Intertain’s President and CEO said “We are excited today to have completed the acquisition of WagerLogic from Amaya and look forward to the commencement of trading of The Intertain Group on the TSX.  The InterCasino brand is one of the first brands in online gaming and provides an excellent launch pad for future growth”.

Corporate, Navin Khanna, S. Paul Pathak, Transaction Press Releases