THE INTERTAIN GROUP LIMITED ("IT")
[Formerly: Aumento Capital II Corporation ("AQT.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Name Change and Consolidation, Private Placement - Brokered, Graduation, New Symbol
BULLETIN DATE: February 14, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing Aumento Capital II Corporation's ("Aumento") Qualifying Transaction ("QT") described in its non-offering prospectus dated February 4, 2014. As a result, at the opening on Tuesday, February 18, 2014, Aumento will no longer be considered a Capital Pool Company.
Aumento's Non-Offering Prospectus dated February 4, 2014 relating to the QT, has also been filed with and accepted by the Exchange, and filed with and receipted by the Securities Commissions in Ontario on February 7, 2014, pursuant to the provisions of the Ontario Securities Acts.
Aumento, together with its wholly-owned subsidiary 2399274 Ontario Inc. ("Subco"), entered into a definitive agreement dated February 4, 2014, pursuant to which Subco amalgamated (the "Amalgamation") with Goldstar Acquisitionco Inc. ("Goldstar") to complete an arm's length qualifying transaction in accordance with the policies of the Exchange. The Amalgamation was structured as a three-cornered amalgamation and as a result the amalgamated corporation ("Amalco") became a wholly-owned subsidiary of Aumento at the time of the completion of the Amalgamation, effective on February 11, 2014.
Concurrently with the Amalgamation, Goldstar acquired all of the issued and outstanding shares of WagerLogic Malta Holdings Limited, a wholly-owned subsidiary of Amaya Gaming Group Inc. (TSX: AYA), for a cash purchase consideration of $70,000,000.
Name Change and Consolidation
Pursuant to a resolution passed by shareholders of Aumento at the Special Meeting of Shareholders on December 4, 2013, the Company consolidated its capital on the basis of 1 post-consolidation common share for every 20 pre-consolidation common shares. The name of the Company was also changed to "The Intertain Group Limited".
Private Placement - Brokered
Prior to completion of the QT, Goldstar completed a private placement offering of subscription receipts for total gross proceeds of $46,500,000. The subscription receipts issued under the private placement were exchanged into common shares of Goldstar, which were exchanged for common shares of Aumento pursuant to the Amalgamation.
Goldstar also completed a private placement offering of 17,500 convertible debenture subscription receipts for total gross proceeds of $17,500,000. Each convertible debenture subscription receipt issued under the private placements was exchanged into one Goldstar convertible debenture and 30 Goldstar warrants. The Goldstar convertible debentures and the Goldstar warrants were exchanged, respectively, for convertible debentures and warrants of Aumento pursuant to the Amalgamation.
Graduation
TSX Venture Exchange has been advised that Aumento's common shares will be listed and commence trading on Toronto Stock Exchange at the market opening on Tuesday, February 18, 2014, under the name "The Intertain Group Limited" with the symbol "IT".
As a result of this Graduation, there will be no further trading under the symbol "AQT.P" on the TSX Venture Exchange after Friday, February 14, 2014, and Aumento's common shares will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.
Please refer to the Original Listing bulletin issued by TSX and dated February 13, 2014 for further information on Aumento, and the Aumento's non-offering prospectus dated February 4, 2014, which is available on www.sedar.com, for details on Aumento's qualifying transaction.
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