Mr. Kent Tong reports

EQUBE GAMING LIMITED ANNOUNCES COMPLETION OF FINANCING AND QUALIFYING TRANSACTION

eQube Gaming Ltd. (formerly Triox Ltd.) has closed its previously announced business combination involving eQube Technology and Software Inc. as the qualifying transaction of the corporation (as such term is defined within the meaning of Policy 2.4 of the TSX Venture Exchange). Subject to receiving final exchange acceptance, the ordinary shares of the corporation are expected to resume trading on the exchange on or about Nov. 4, 2014, under the new name eQube Gaming Ltd. on a postconsolidation basis (as defined below) and under the trading symbol EQG.

Amalgamation

Pursuant to the terms of an amalgamation agreement dated effective July 2, 2014, between the corporation, eQube and 1824721 Alberta Ltd. (Subco), eQube and Subco amalgamated under the Business Corporations Act (Alberta) to form a new company under the corporate name eQube Technology and Software (Amalco). Amalco will carry on the business previously carried on by eQube as a subsidiary of the corporation.

On Oct. 29, 2014, the corporation consolidated all of its issued and outstanding ordinary shares and all outstanding options and warrants to purchase ordinary shares on the basis of one postconsolidation ordinary share for every three preconsolidation ordinary shares.

Following completion of the consolidation and pursuant to the amalgamation (with each ordinary share being issued on a postconsolidation basis):

• The holders of Class A common shares of eQube received three ordinary shares for each eQube Class A share held in exchange for the issuance to the corporation of three common shares of Amalco for each eQube Class A share so exchanged.
• The holders of Class F preferred shares of eQube received one preferred share of Amalco for each eQube Class F share held.
• The corporation received one Amalco common share for each Class A common share of Subco held.
• The holders of Subco shares (other than the corporation and including Subco shares issued pursuant to the offerings (as defined below)) received one ordinary share for each Subco share held in exchange for the issuance to the corporation of one Amalco common share for each Subco share so exchanged.
• All of the options to purchase eQube Class A shares were replaced with options to purchase three ordinary shares for each eQube Class A share issuable on exercise of the eQube options.
• All of the Subco agent warrants (as defined below) were replaced with agent warrants (as defined below) to purchase one ordinary share for each Subco share issuable on exercise of the Subco agent warrants.

Upon completion of the amalgamation, there were 28,861,069 ordinary shares issued and outstanding. An aggregate of 9,914,529 ordinary shares issued to the former holders of eQube Class A shares were placed in escrow pursuant to a value security escrow agreement pursuant to the policies of the exchange and will be released in accordance with the terms thereof.

Private placement financings

As a condition to and prior to the closing of the amalgamation, Subco completed a brokered private placement for 5.22 million Class A common shares of Subco at a price of 50 cents per Subco share for gross proceeds of $2.61-million. Richardson GMP Ltd. (RGMP) acted as agent under the brokered offering. Subco also completed a non-brokered private placement for 1,355,000 Subco shares at a price of 50 cents per Subco share for gross proceeds of $677,500. Collectively, the brokered offering and the non-brokered offering are referred to herein as the offerings.

Pursuant to the brokered offering, RGMP received a commission equal to 8 per cent of the aggregate gross proceeds placed under the brokered offering, payable in cash, and was paid a corporate finance fee. RGMP was also granted warrants by Subco to acquire that number of Subco shares equal to 8 per cent of the total number of Subco shares sold under the brokered offering, exercisable at a price of 50 cents per Subco agent warrant for a period of 24 months from the closing date of the brokered offering.

Under the amalgamation each Subco share issued pursuant to the offerings was exchanged for one ordinary share; and the Subco agent warrants were replaced with agent warrants to purchase one ordinary share for each Subco share issuable on exercise of the Subco agent warrants.

The net proceeds of the offerings will be used to purchase equipment for customer deployment, research and development initiatives, licensing and third party approvals, working capital requirements arising from contracts recently awarded to eQube for its products, and for long-term growth, market penetration and acquisitions.

Joint venture agreement

Pursuant to the joint venture agreement dated July 22, 2014, between eQube, the corporation and Catalyst Gaming Corp., immediately after the closing of the amalgamation, Tebten Ltd. entered into purchase-and-sale agreements to purchase 1.5 million Amalco preferred shares from existing holders of Amalco preferred shares within 90 days from the closing of the amalgamation.

The corporation and Tebten also entered into a share exchange agreement whereby the parties agreed that subject to the completion of the purchase and sale of the 1.5 million Amalco preferred shares pursuant to the purchase-and-sale agreements, the corporation would purchase such 1.5 million Amalco preferred shares in exchange for three million ordinary shares, which shares shall be placed into a value security escrow agreement pursuant to the policies of the exchange.

Pursuant to the JV agreement, at the closing of the amalgamation, the corporation delivered warrants to purchase ordinary shares to Catalyst. The exercise of the consideration warrants is conditional, among other things, on achieving benchmark success as that term is defined in the JV agreement. If benchmark success has been achieved, then Catalyst will be deemed to have exercised the consideration warrants and the corporation shall issue and deliver ordinary shares that on payout equal to 20 per cent of the then-enlarged capital of the corporation, up to a maximum of 54 million ordinary shares.

Resulting issuer

Following the closing of the transaction, the current officers and directors of the corporation, other than Robb McNaughton resigned. The board of directors of the corporation now comprises Kent Tong, Andrew Janko and Robb McNaughton. Each of Doug Osrow, Laurie Goldberg and James Varanese will act as advisory board members until they have each received certain gaming regulatory approval after which they will be formally appointed to the board of directors of the corporation. Graham Martin will become an advisory board member once his submission to the gaming regulator has been completed and will join the board of directors of the corporation once applicable regulatory approval has been obtained. Each of Mr. Varanese and Mr. Martin will be joining the board of directors as representatives of Catalyst, subject to receiving applicable gaming regulatory approvals.

In addition, Mr. Tong was appointed as the president and chief executive officer of the corporation and Danielle Thorkelsson was appointed as the chief financial officer of the corporation. In order to comply with Hong Kong corporate law, the corporation has appointed Ashwood Management Co. Ltd. as corporate secretary of the corporation. Mr. Tong was also appointed as executive corporate secretary of the corporation to provide oversight to the corporate secretary and to attend to executive matters related to the corporate secretary position to the extent permitted by corporate law.

Options

Immediately after the closing of the amalgamation, a total of 621,658 options to purchase ordinary shares previously issued to officers and directors of eQube or the corporation were exercised, including 132,000 options to purchase ordinary shares exercised by Mr. Tong. Upon completion of the amalgamation and the exercise of such options, there were 29,482,727 ordinary shares issued and outstanding. In addition, the corporation granted options to purchase 1.3 million ordinary shares to certain directors, officers, employees, management company employees and consultants of the corporation immediately after the closing of the amalgamation.

Trading suspension

The shares are currently suspended from trading and are to remain suspended from trading until final acceptance of the transaction by the exchange. Assuming the exchange grants final acceptance of the transaction, it is anticipated that the ordinary shares will resume trading on the exchange shortly after the exchange issues its final approval of the transaction as the qualifying transaction of Triox under the new name eQube Gaming on a postconsolidation basis and under the trading symbol EQG.

We seek Safe Harbor.