Early Warning – National Instrument 62-103- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

AUSTIN, Texas, Dec. 05, 2017 -- Continental General Insurance Company (“Continental”), an indirect wholly owned subsidiary of HC2 Holdings 2, Inc. (“HC2 Holdco”) and previously, the holder of 9,987,556 common shares (the “Shares”) in the capital of Gaming Nation Inc. (“Gaming Nation”) and warrants (the “Warrants”) issued by Gaming Nation entitling the holder to acquire, upon exercise, 28,126,068 Common Shares (“Warrant Shares”), at varying exercise prices, for a term expiring April 6, 2020, announces that, on and subject to the terms of an agreement (“Arrangement Agreement”) entered into by Gaming Nation and Orange Capital GP, LLC (“Orange Capital”) on June 26, 2017, Orange Capital has acquired from Continental all of the Shares for CAD$0.95 in cash per share and all the Warrants for CAD$0.09 in cash per warrant.

Continental had entered into a voting support agreement (the “Voting Support Agreement”), dated June 26, 2017, with OC Special Opportunities Fund, LP, a private investment fund, managed by Orange Capital which proposed to acquire all of the issued and outstanding shares of Gaming Nation.

Under the Voting Support Agreement, Continental agreed to vote, at the Gaming Nation Special Meeting (described below), all of the Shares and all shares issuable upon the exercise of the Warrants in favor of a proposed plan of arrangement (the “Arrangement”) pursuant to the Arrangement Agreement.  The Arrangement was completed on November 29, 2017.

Prior to the subject transactions, assuming full exercise of the Warrants, Continental had beneficial ownership of, and control and direction over, approximately 53.2% of the outstanding Common Shares of Gaming Nation.  As a result of the completion of the Arrangement, Continental has disposed of the Shares and Warrants and has ceased to have any beneficial ownership of, or control and direction over, the Shares, the Warrants or any other securities of Gaming Nation and Continental’s security holding percentage is zero. 

The transaction was implemented by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario) subject to shareholder approval at a special meeting of shareholders of Gaming Nation (the “Gaming Nation Special Meeting”) and the approval of the Ontario Superior Court of Justice, in addition to certain regulatory approvals and closing conditions customary for a transaction of this nature.

Continental does not have any intention to acquire additional securities of Gaming Nation.

A copy of the early warning report to be filed by Continental in connection with its entering into of the Voting Support Agreement described above will be available on SEDAR under Gaming Nation’s profile. This news release is issued under the early warning provisions of National Instrument 62-103- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian securities legislation.

About Continental General Insurance Company

Continental is a corporation incorporated under the laws of Texas and its head office is located at 11001 Lakeline Blvd, Suite 120, Austin, Texas 78717.  Continental, an indirect wholly owned subsidiary of HC2 Holdings 2, Inc., is in the business of long-term care insurance.

Contact:

Andrew G. Backman
[email protected]
212-339-5836