Integrity Gaming Corp. Mails Special Meeting Materials to Approve Acquisition by PlayAGS, Inc.

VANCOUVER, Jan. 7, 2019 /CNW/ - INTEGRITY GAMING CORP. (TSX-V: IGAM) (OTCQX: IGAMF) ("Integrity" or the "Company") is pleased to announce that it has mailed its management information circular (the "Circular") and related proxy materials (collectively, the "Meeting Materials") to its holders of common shares ("Shares"), options ("Options") and restricted share units ("RSUs") (collectively, the "Securityholders") in connection with the special meeting of Securityholders to be held at 10:00 a.m. (Vancouver time) on Tuesday, February 5, 2019 (the "Meeting"). At the Meeting, Securityholders will be asked to approve the Company's previously announced transaction with PlayAGS Canada ULC (the "Purchaser") and PlayAGS, Inc., as guarantor (the "Guarantor") whereby the Purchaser is proposing to acquire all of the issued and outstanding Shares by way of a statutory plan of arrangement (the "Arrangement"). The Arrangement is being proposed under, and is subject to the terms and conditions of, an arrangement agreement dated December 14, 2018 between the Company, the Purchaser and the Guarantor, as amended (the "Arrangement Agreement"). Assuming the Arrangement becomes effective, subject to applicable withholding taxes (if any), holders of Shares will receive $0.46 in cash for each Share held, holders of all unexercised Options (including Options which have not vested) will receive, in respect of each Option held, $0.46 in cash less the exercise price of such Option and holders of RSUs (including RSUs which have not vested) will receive, in respect of each RSU held, $0.46 in cash.

Mailing of the Meeting Materials follows receipt by the Company on January 4, 2019 of an interim order of the Supreme Court of British Columbia (the "Court") authorizing, among other things, the holding of the Meeting. Assuming approval of the Arrangement at the Meeting, the Company will, on or about February 7, 2019, return to the Court to seek a final order to implement the Arrangement. The closing of the Arrangement is also subject to receipt of certain other approvals and the satisfaction or waiver of certain other customary closing conditions. Assuming all conditions are satisfied, the Company expects that the closing of the Arrangement will be completed in February 2019.

The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving consideration payable under the Arrangement, procedures for voting at the Meeting and other related matters. Securityholders are urged to carefully review the Circular and accompanying materials, which includes a copy of the Arrangement Agreement, as they contain important information regarding the Arrangement and its consequences to Securityholders. A copy of the Circular is available under Integrity's profile on SEDAR at www.sedar.com.  

YOUR VOTE IS IMPORTANT. VOTE TODAY.
The Board of Directors of Integrity UNANIMOUSLY recommends that Securityholders
vote IN FAVOUR of the Arrangement.

How to Vote

A proxy form or voting instruction form will accompany the meeting materials you receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered shareholder, optionholder or RSU holder of the Company are provided in the Circular and in the other meeting materials.

Registered shareholders, optionholders and RSU holders may vote in person at the Meeting or by using one of the following methods:

1. Internet:  vote online at www.investorvote.com using the control number located on your proxy.

2. Telephone:  [phone]-VOTE(8683), toll free in Canada and United States.

3. Facsimile:  1-866-249-7775, toll free in Canada and United States.

4. Mail: by mailing the form of proxy in the envelope enclosed with your proxy.

Beneficial shareholders who hold Integrity Shares through a bank, broker or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them on the voting information form included in the meeting materials.

Securityholder Questions

Securityholders who would like additional copies, without charge, of this Circular or have additional questions about the Arrangement, including the procedures for voting or completing transmittal documents, should contact their broker or the Company's proxy solicitation agent - Laurel Hill Advisory Group at 1-877-452-7184 (North American Toll Free), 416-304-0211 (Collect Outside North America) or email at [email protected]

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.

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 closing of the Arrangement, the anticipated consideration to be received by Securityholders, the satisfaction of closing conditions including: (i) required Securityholder 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 the Purchaser 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

SOURCE Integrity Gaming Corp.

Adam Kniec, CFO & Corporate Secretary, Integrity Gaming Corp., T: 604.683.8393, E: [email protected]