NYX Gaming Group Announces Filing of Prospectus

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

LAS VEGAS, July 5, 2016 /CNW/ - NYX Gaming Group Limited ("NYX" or the "Company")(TSX-V: NYX) is pleased to announce today that it has filed a preliminary short form prospectus in all the provinces and territories of Canada (the "Prospectus") to qualify the distribution of 54,550,000 ordinary shares (the "Ordinary Shares") and 13,637,500 ordinary share purchase warrants of the Company issuable for no additional consideration upon the deemed exercise of 54,550,000 issued and outstanding special warrants of the Company (the "Special Warrants"). Each Special Warrant entitles the holder thereof to receive one (1) equity unit in the capital of the Company comprised of one (1) Ordinary Share and one-quarter (1/4) of one (1) ordinary share purchase warrant of the Company (each whole warrant, a "Warrant"), subject to adjustment and acceleration in certain circumstances in accordance with the indentures which govern the Special Warrants and the Warrants. The Special Warrants are not available for purchase pursuant to the Prospectus and no additional funds are to be received by NYX from the distribution of the Ordinary Shares and Warrants. The Special Warrants will be automatically exercised without payment of additional consideration at 5:00 p.m. (Toronto time) on the third business day after a receipt has been issued, or deemed issued, as applicable, for the final short form prospectus of the Company by the securities regulators in each of the provinces and territories of Canada qualifying the distribution of the Ordinary Shares and Warrants upon automatic exercise of the Special Warrants.

Filing of Amended and Restated Financial Statements

The Company also announces that it has re-issued its unaudited interim condensed consolidated financial statements for the three month period ended March 31, 2016 and 2015, the notes thereto and the management's discussion and analysis relating thereto.  There were no changes to the Company's previously reported EBITDA, adjusted EBITDA, net loss, and net loss per share figures.  Certain amounts have been reclassified which had no effect on the reported results of operations or prior periods. The Company concluded that it was appropriate to classify royalties paid as a cost of sales. Previously, such royalties had been classified as a reduction in revenue. Accordingly, the Company has revised the classification to report these amounts as cost of sales.  No other financial periods were impacted. The following table outlines the changes to the financial statements:

Condensed Consolidated Income Statement	As Reported March 31, 2016	Reclass Adjustment	Amended March 31, 2016
Revenue	$18,757,146	$894,710	$19,651,856
Cost of Sales	$2,514,575	$894,710	$3,409,285
Gross Profit	$16,242,571	$      -	$16,242,571
Net (loss)	$(9,136,347)	$      -	$(9,136,347)

Completion of Debenture Amendments and Closing of Private Placement

The Company is also pleased to announce that the previously disclosed amendments to the Company's 9.0% Senior Secured Debentures due June 30, 2020 have now taken effect and such debentures are now designated as 10.0% Senior Secured Series A Debentures due December 31, 2019 (the "Series A Debentures").  The Company has also issued to all holders, in aggregate, the previously announced $6,298,000 aggregate principal amount of additional Series A Debentures and 7,000,000 warrants. 

The Company also announces that it closed the previously announced private placement for a $10.5 million unsecured convertible debenture and 2,863,636 ordinary share purchase warrants with a private investor (the "Private Investor") on June 30, 2016 (the "Private Placement").  The hold period for the Private Placement securities will expire on October 31, 2016 and the ordinary share purchase warrants will expire on June 30, 2019.   The Private Placement proceeds were used to repay a USD$10,000,000 investment (the "US Investment"), which was previously announced on December 22, 2015.  As part of the US Investment, the Private Investor had the option to own a 25% economic interest in all of NYX's U.S. operations for a price of USD$10,000,000 (the "US Option").  As part of the Private Placement, the US Option expired immediately, allowing NYX to retain 100% of its U.S. Operations.

Brexit and Foreign Currency Exposure

Following the outcome of the United Kingdom's referendum on its withdrawal from the European Union on June 23, 2016 ("Brexit") and given current market volatility, particularly the depreciation of the British pound sterling, the Company continues to carefully monitor its foreign currency exposure to various international currencies. On a pro-forma basis (reflecting the acquisition of OB Topco Limited), for the three month period ending March 31, 2016, the company generated approximately 43% and 45% of its revenues and expenses in British pounds sterling, respectively. The Company periodically evaluates its foreign currency risk and exposure.

About NYX Gaming Group Limited

NYX Gaming Group Limited is a leading digital gaming provider headquartered in Las Vegas, USA with a staff of more than 1,100 employees based in 14 countries across Europe, North America, Asia, New Zealand and Australia. The Company provides one of the world's largest portfolios of leading content and technology to some of the foremost gaming operators, lotteries and casinos across the globe. NYX also has one of the broadest distribution bases in the industry with over 200 unique customers and the widest portfolio of content available from their own global studios and broad partner network. The diversified game catalogue delivers content across web and mobile formats, focusing on Bingo, Casino, Lottery and Sportsbook verticals.

NYX's Open Gaming System (OGS™) was recently named 2016 Platform of the Year in acknowledgement of its position as the industry's market-leading gaming offering, which allows licensees to leverage the best-of-breed multi-vendor casino content from around the world.

NYX Gaming Group Limited is listed on the TSX Venture Exchange under the symbol (TSXV: NYX).

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.  

SOURCE NYX Gaming Group Limited

For Media Enquiries please contact: Huw Thomas, Chief Corporate Development and Marketing Officer, NYX Gaming Group, M: [phone], E: [email protected]; Olivia Gillibrand, Head of Marketing, Openbet, Tel: [phone], E: [email protected]; For Investor Relations Enquiries please contact: Joann Head, Head of Investor Relations, NYX Gaming Group, M: [phone], E: [email protected]