Mr. Tim Foran reports

AMAYA SHAREHOLDERS APPROVE RATIONAL GROUP ACQUISITION

Amaya Gaming Group Inc.'s shareholders approved all resolutions considered at the annual and special meeting of shareholders on July 30, 2014, as proposed in the corporation's notice of 2014 annual and special meeting of shareholders and management information circular.

Notably, Amaya's shareholders approved all resolutions related to aspects of the financing for the corporation's proposed acquisition of Oldford Group Ltd., the parent company of Rational Group Ltd., which is the owner and operator of the PokerStars and Full Tilt brands.

"On behalf of the board of directors, I wish to extend my appreciation to shareholders for their overwhelming support of the acquisition of Rational Group," said Amaya's chairman and chief executive officer David Baazov.

Amaya has now obtained all necessary shareholder and regulatory consents for the proposed transaction. Amaya and Oldford Group will now move expeditiously toward completion of the proposed transaction.

Resolutions approved by shareholders present or represented by proxy at the meeting were as follows.

• All candidates proposed as directors were duly elected to the board of directors of the corporation by a majority of the votes cast by shareholders present or represented by proxy at the meeting as shown in the attached table.

                                                     
Name                                For              Withheld    
                             Number        %      Number       %  
  
David Baazov             43,607,274   99.99%       3,000   0.01%
Daniel Sebag             40,168,178   92.11%   3,442,096   7.89%
Gen. Wesley Clark        39,446,748   90.45%   4,163,526   9.55%
Divyesh (David) Gadhia   39,462,620   90.49%   4,147,654   9.51%
Harlan Goodson           39,462,520   90.49%   4,147,754   9.51%
Dr. Aubrey Zidenberg     43,610,174  100.00%         100   0.00%

David Baazov, Daniel Sebag, Wesley Clark, Divyesh (David) Gadhia and Harlan Goodson were re-elected to the board. Dr. Aubrey Zidenberg, who was previously an adviser to Amaya's board, is a newly elected director of the board.

• The reappointment of Richter SENCRL/LLP as auditor of the corporation for the ensuing year and authorized the directors to fix its remuneration;
• A special resolution authorizing an amendment to the articles of the corporation to change the name of the corporation to Amaya Inc. -- the change to Amaya Inc. has been made for reasons of simplicity and to reflect the actual name by which the corporation is routinely identified by the greater public;
• A special resolution authorizing an amendment to the articles to add certain provisions intended to facilitate compliance by the corporation with applicable gaming regulations;
• A special resolution authorizing an amendment to the articles to provide for the appointment, from time to time, by the board of additional directors to a maximum of one-third of the number of directors elected at the previous annual meeting of shareholders;
• A special resolution approving and ratifying the new general bylaws of the corporation as proposed to take into account the coming into force of the Business Corporations Act (Quebec);
• An ordinary resolution approving amendments to the stock option plan of Amaya, which will become a 10-per-cent rolling stock option plan, under which a maximum of 10 per cent of the issued and outstanding common shares of the corporation may be issued upon exercise of options granted under the plan;
• An ordinary resolution approving the issuance by the corporation of warrants, 11 million of which are to be issued to certain funds or accounts managed or advised by GSO Capital Partners LP or its affiliates and 1.75 million of which are to be issued to certain funds or accounts managed or advised by BlackRock Financial Management Inc. or its affiliates, each with an exercise price of one cent and exercisable for a term of 10 years from the date of issuance;
• A special resolution authorizing an amendment to the articles to create a new class of convertible preferred shares;
• An ordinary resolution approving the issuance of the preferred shares detailed in the management information circular dated June 30, 2014, at closing of the proposed transaction;
• An ordinary resolution approving certain terms of the preferred shares, particularly in connection with adjustments to the initial conversion price of the preferred shares of $24 per Amaya common share;
• An ordinary resolution approving the value at which each of the initial conversion price and the price at which common shares are to be issued to GSO on a private-placement basis at closing of the proposed transaction have been set, which protected prices may be equal to, at the time of the grant or issuance, as the case may be, less than the market price of the common shares less the maximum discount permitted under the Toronto Stock Exchange company manual;
• An ordinary resolution to approve and ratify an advance notice bylaw, which, among other things, sets a deadline by which shareholders must submit a notice of director nominations to the corporation prior to any annual or special meeting of shareholders where directors are to be elected and furthermore sets forth the information that a shareholder must include in the notice for it to be valid; the advance notice bylaw is similar to the advance notice bylaws adopted by many other Canadian public companies and will help to ensure that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner; under the advance notice bylaw, advance notice of nominations must be given to the corporation:
  1. In the case of an annual meeting of shareholders, no less than 30 or more than 65 days prior to the date of the annual meeting provided; however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given no later than the close of business on the 10th day following such public announcement;
  2. In the case of a special meeting of shareholders (which is not also an annual meeting), no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The resolutions were described in more detail in the corporation's management information circular dated June 30, 2014, which is filed on SEDAR.

We seek Safe Harbor.