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Press release from Marketwire

TransGaming Closes Second Tranche of Recently Announced Private Placement

Tuesday, December 04, 2012

TransGaming Closes Second Tranche of Recently Announced Private Placement17:30 EST Tuesday, December 04, 2012TORONTO, ONTARIO--(Marketwire - Dec. 4, 2012) -NOT FOR DISSEMINATION IN THE UNITED STATESTransGaming Inc. (TSX VENTURE:TNG) ("TransGaming" or the "Company") today announced that it had completed a second tranche of $150,000 of the non-brokered private placement of up to $1.8 million it previously announced November 20, 2012. A total of 1,566,416 units were issued to subscribers with each unit priced at $0.09576 and comprised of one (1) common share and one (1) common share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one common share at an exercise price of $0.1436 at any time on or before the 24-month anniversary of the closing date.The terms of this tranche are as previously announced and are part of a subscription agreement with the investor. The issue price of the unit in this tranche was set at a 20% discount from the 30-day volume weighted average price of the stock and the exercise price of the Warrant at a 20% premium to the 30-day volume weighted average price of the stock. The net proceeds from the private placement will be used by the Company for working capital and general corporate purposes.The subscription rights agreement with the investor includes a covenant that the investor will not exercise any right, including any warrant, in the event that the exercise of such right would result in the investor having beneficial ownership of 10% or more of the issued and outstanding shares in the capital of the Company. To date the Company has raised a total of $300,000 and issued a total of 2,316,416 shares under the terms of the agreement.In connection with the private placements, a finder's fee of 6% of the aggregate gross proceeds arising therefrom will be paid to the Northern Securities Inc. In addition, the Agents will receive such number of non-transferable warrants (the "Compensation Warrants") equal to 8% of the total number of common shares issued in connection with the offering. Each Compensation Warrant will be exercisable at a price of $0.30 for a period of 24 months from the closing date to acquire one Common Share of the Company.The private placement is subject to the final approval of the TSX Venture Exchange. Securities issued will be subject to a hold period of four months and one day pursuant to applicable securities laws; however certain insiders of the Company entered into share loan and pledge agreements with one of the investors, which provide for the loan of free trading shares by the insiders. The insiders will not dispose or sell any of their shareholdings under these agreements and all shares loaned will be returned to the insiders after four months.About TransGaming Inc.TransGaming Inc. (TSX VENTURE:TNG) is the global leader in the multiplatform deployment of interactive entertainment. TransGaming works with the industry's leading developers and publishers to enable and distribute games for Smart TVs, next-generation set-top boxes, Mac computers, and Linux/CE platforms. TransGaming is headquartered in Toronto, Canada.This news release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.Forward-Looking StatementsThis news release contains forward-looking statements. Actual events or results may differ materially from those described in the forward-looking statements due to a number of risks and uncertainties, including changes in financial and product market conditions. Forward-looking statements are based on management's estimates, beliefs, and opinions. The Company assumes no obligation to update forward-looking statements, other than as may be required by applicable law.FOR FURTHER INFORMATION PLEASE CONTACT: Neither 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. Contact Information: TransGaming Inc.Dennis EnsingChief Financial Officer1.416.979.9900 x321dennis@transgaming.com