NYX Gaming Group Announces Annual and Special Meeting Results and Filing of Prospectus


July 15, 2016. NYX Gaming Group Limited ("NYX" or the "Company")(TSX-V: NYX),  a market leading  content and technology supplier to lotteries, casinos and gaming operators across the globe, is pleased to announce the results of its annual general and special meeting of shareholders held in Las Vegas, Nevada on July 15, 2016.

Voting results for the adoption of the Company’s financial statements for the year ended December 31, 2015 are as follows:

For Against/ Withheld Percentage
Percentage Against/Withheld
24,914,176 1,000 100.00% 0.00%

Voting results for the re-election and re-appointment of directors of the Company are as follows:

Nominee For Against/ Withheld Percentage For Percentage Against/Withheld
Matt Davey 24,564,346 234,200 99.06% 0.94%
Craig Billings 24,106,102 692,444 97.21% 2.79%
James Merkur 24,546,746 251,800 98.98% 1.02%
Eric Matejevich 24,113,492 685,054 97.24% 2.76%
Roger Buckeridge 24,109,292 689,254 97.22% 2.78%

Voting results for the reappointment of the Company’s auditor, Grant Thornton UK LLP are as follows:

For Against/ Withheld Percentage For Percentage Against/Withheld
24,910,276 4 ,900 99.98% 0.02%

Voting results for the approval of William Hill Steeplechase Limited (“William Hill”) as a new “Control Person” (as such term is defined in the policies of the TSX Venture Exchange) upon conversion of the preference shares (the “Preference Shares”) William Hill holds in NYX Digital Gaming (OB Holdings) Limited, a wholly-owned subsidiary of the Company, are as follows:

For Against/ Withheld Percentage For Percentage Against/Withheld
24,560,296 238,250 99.04% 0.96%

Voting results for (i) the dilution resulting from the issuance of the Preference Shares to William Hill and Cyan Blue Holdco 4 Limited, and, as a result, the issuance of a maximum of up to 152,244,268 ordinary shares in the capital of the Company (subject to increase in the event certain anti-dilution protections are triggered), and (ii) confirming that that Maximum Conversion Restrictions imposed by the TSX Venture Exchange, which would otherwise restrict the issuance of such number of ordinary shares, shall not apply to the conversion of the Preference Shares, are as follows:

For Against/ Withheld Percentage For Percentage Against/Withheld
24,529,906 268,640 98.92% 1.08%

Voting results to approve the Company’s Stock Option Plan are as follows:

For Against/ Withheld Percentage For Percentage Against/Withheld
22,614,288 2,184,258 91.19% 8.81%

NYX Chief Executive Officer Matt Davey stated, “I am pleased to see the strong support from our shareholders. We continue to be excited about the market opportunity in front of us. With the recent acquisition of OpenBet, the Company has never been better placed to exploit these opportunities as we execute on our strategic plan”.

Filing of Prospectus

The Company is also pleased to announce today that it has filed a final short form prospectus in all the provinces and territories of Canada (the “Prospectus”) qualifying 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 Prospectus by the securities regulators in each of the provinces and territories of Canada, which automatic exercise will occur at 5:00 pm (EST) on July 20, 2016. The Ordinary Shares and Warrants will also be freely tradable at this time.

Update on Fiscal 2015 MD&A

The Company also announces that it has refiled its management’s discussion and analysis for the three months ended and year ended December 31, 2015 (the “MD&A”). The refiling was in connection with updating certain disclosure regarding financing and foreign currency charges with respect to a change in accounting treatment which reclassified $40 million of preferred shares as equity rather than debt. The change in accounting treatment was a non-cash adjustment to the fair value of derivatives and foreign currency expense which were properly disclosed in the financials, notes to the financials, and the adjusted EBITDA reconciliation.

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).

For Media Enquiries please contact:
Huw Thomas
Chief Corporate Development and Marketing Officer
NYX Gaming Group
E: huw.thomas@nyxgg.com

For Investor Relations Enquiries please contact:
Joann Head
Head of Investor Relations
NYX Gaming Group
E: joann.head@nyxgg.com

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.