Equity Research INITIATING COVERAGE

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THE INTERTAIN GROUP LTD.

IT-T $4.36

April 01, 2014

Rating:

STRONG BUY

Target Price:

$7.50

Market Capitalization:

$59.3M

Risk Profile:

HIGH

TECHNOLOGY – ONLINE GAMING

Ralph Garcea, P.Eng, MBA – Analyst

647.776.1763 • [email protected]

Chris Stringer – Associate

647.776.1762 • [email protected]

Source: BigCharts.com

ALL IN WITH INTERTAIN….

 INVESTMENT THESIS The Intertain Group (“Intertain” or “the Company”) operates an online casino, InterCasino, and a poker portal, InterPoker, both of which are recognized globally and have significant opportunities to grow. With the anticipated growth in real-money online gaming, accompanied by expected changes in the US, European and Latin American gaming legislation, Intertain is well positioned to expand its player network, ultimately leading to an increase in net gaming revenue (NGR).  FINANCIAL REVIEW Over US$23B has been wagered on InterCasino,

and at the end of 2012 over US$700M in cumulative gross gaming revenue (GGR) had been generated. We are forecasting significant revenue growth over the next five years driven by an optimistic market outlook and regulatory changes, with downside protection from a US$19M per annum two-year net revenue guarantee agreement with Amaya Gaming (AYA-T; Strong Buy; $11.00). We believe the Company can grow its revenue at a CAGR of 30.6% and adj. EBITDA at a CAGR of 35.2% over the 2014E-2018E period.

 VALUATION Intertain trades at 2015E EV/Sales of 2.5x and EV/EBITDA of 5.7x versus industry comparables at 2.5x and 8.6x, respectively.

 UPCOMING CATALYSTS NEAR TERM: Revenue growth through

acquiring new customers. LONG TERM: Growth in existing and new

geographies as well as developing a presence in the US market, where individual states are legalizing online gaming.

 We are initiating coverage on The Intertain Group with a STRONG BUY recommendation and a 12-month target price of $7.50/share,

implying a 71% upside from the current share price. Given the regulatory risk inherent with the online gaming market, offset by Financial Summary

COMPANY PROFILE

Intertain is a real-money online gambling operator, best known for its InterCasino and InterPoker brands. The Company generates a majority of its revenue through its casino business segment, which services casual players, high-rollers, and VIP players. InterCasino currently offers 150+ casino titles in nine languages, accepts three currencies ($, £, €), and has a database of over 2M players. InterCasino was part of Cryptologic which went public in 1996. Intertain was founded in 2013, went public in 2014, and is registered in Malta with headquarters in Toronto, Ontario.

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INVESTMENT THESIS

Intertain is an international real-money online gaming operator, best known for its InterCasino brand. InterCasino currently offers 150+ casino titles in nine languages, accepts three currencies ($, £, €), and has a database of over 2M players (0.8M from the US and 1.2M from the rest of the world (ROW)). Over US$23B has been wagered on the site, and at the end of 2012 over US$700M in cumulative gross gaming revenue had been generated.

The Company, with its seasoned management team, is well positioned to capitalize on the large, growing online gaming market. H2 Gambling Capital (H2GC) is projecting the following key trends:

• The real-money online gaming market is expected to grow 30% from 2012-2015E, reaching €28.2B (US$38.9) by the end of 2015E;

• Global online casino gross win is projected to grow at a 10.9% CAGR from 2012-2015E, while online poker gross win is expected to grow at a 14.4% CAGR;

• Over the next four years, the US market is expected to grow at a CAGR of ~300% to €5.6B (US$7.5B) where it will comprise 30% of the global gaming market, excluding sports betting; and • The combined real-money gambling and social casino gaming market is expected to reach €30.4B

(~US$42.2B) by 2015E.

Intertain generates revenue on a transactional basis, which grows proportionally with the increasing number of players. The Company’s InterCasino brand is recognised globally and has significant opportunities to grow its users and revenues. Over the last decade InterCasino has struggled due to the implementation of the US Unlawful Internet Gambling Enforcement Act (“UIGEA”) of 2006 and the lack of marketing when the asset was owned by Amaya. We believe the Company can grow InterCasino back to levels of profitability before UIGEA was implemented, as well as grow its player database substantially via its core business and through acquisitions.

For 2014E, we are looking for revenue of $17.5M driven by an optimistic market outlook and regulatory changes. Supporting our outlying estimates is the downside protection provided by Amaya through a US$19M per annum two-year net revenue guarantee agreement.

Intertain has a track record of generating substantial cash flow due to high EBITDA margins and low working capital overhead. We believe the Company’s positive cash flow generation, accompanied with its

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COMPANY OVERVIEW

Intertain is a real-money online gambling operator, best known for its InterCasino brand. The Company generates a majority of its revenue through its casino business segment, which services casual players, high rollers, and VIP players. InterCasino will utilize Amaya’s Game Office platform, offering players an instant-play web-based application with over 150 casino titles to choose from (see Appendix C for product descriptions). InterCasino currently has a database of over 2M players (0.8M from the US and 1.2M from the ROW). Over US$23B has been wagered on the site and at the end of 2012 over US$700M in GGR had been generated. InterCasino was part of Cryptologic, which went public in 1996. Intertain was founded in 2013, went public in 2014, and is registered in Malta with headquarters in Toronto, Ontario.

EXHIBIT 1 – INTERCASINO

Source: Company presentation

EXHIBIT 2 – INTERTAIN WILL UTILIZE AMAYA’S GAMING PLATFORM

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ONLINE GAMING MARKET

Over the last decade, online gambling has progressed from a bystander on the Internet into a multibillion-dollar global industry. The online gaming market offers many advantages over traditional land-based casinos, such as greater player liquidity and global reach, as well as reduced overhead costs. Real-money online gaming represents a small piece of the gambling market, accounting for only 8% of global gambling revenue in 2012. We believe that over the next half-decade real-money online gambling will represent in excess of 10% of the market as current industry trends are all positive for online gaming. H2GC notes four key trends in its report on online gaming: 1) the global online gambling market will witness strong growth in the coming years; 2) casino and poker will experience the highest growth rates; 3) US market regulations will mark a significant milestone; and 4) the convergence of social and real-money gambling.

GROWTH IN ONLINE GAMING

According to H2GC, the global online gambling market has grown at a 14% CAGR from €6.6B (US$9.1B) in 2003 to €21.7B (~US$30M)B in 2012. H2GC expects the online gaming market to grow 30% from 2012-2015E, reaching €28.2B (US$38.9B) by the end of 2015E. Revenue by category in 2012 was as follows: Sports betting (53%), Casinos (25%); Poker (22%); Betting (14%); Bingo (7%); Other (2.7%). We note that Intertain operates in the casino and poker segments, which are expected to be the largest sectors in terms of growth over the next three years.

CASINO| Online casinos were the first to emerge in the mid-1990s after the Internet boom. In the

casino segment, the amount of money wagered is more important than player liquidity; when more money is wagered operators can offer larger jackpot prizes, which consequently attracts players. The real-money online casino segment generated €5.5B (US$7.6B) in gross win in 2012, comprising 25% of the market.

The casino segment is expected to be the second fastest growing segment, with a forecasted CAGR of 10.9% from 2012-2015E. H2GC is looking for the online casino market to generate €7.5B (US$10.4B) in gross win in 2015E.

POKER| Poker accounted for €3.1B (US$4.3B), or 14%, of the online gambling market in 2012 and is

expected to experience the greatest growth in the coming years. The poker segment is predicted to grow at a CAGR of 14.4% from 2012-2015E, where it will reach €4.6B (US$6.4B). Player liquidity is an important determinant for the poker segment, as the more players participating in ring or tournament games will in turn drive gross winnings.

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EXHIBIT 3 – GLOBAL ONLINE GAMBLING GROSS WIN (€B)

Source: H2 Gambling Capital, GMCI

EXHIBIT 4 – ONLING GAMBLING MARKET SHARE BY SEGMENT

0 5 10 15 20 25 30

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 _2013E _2014E _2015E

Global Online Gambling Gross Win (€B)

53% 25% 14% 8% 2012 Market Share Sports Betting Casino Poker Bingo 50% 27% 16% 7% 2015E Market Share

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GEOGRAPHICAL MARKET ANALYSIS

The regulation of online gambling is one of global political concern and is the biggest barrier and risk in the real-money online gaming market. Intertain generates a majority of its revenue from Europe, particularly the UK (~one-third) and Germany. The Company’s services are not available to residents of the US, Greece, Canada, Spain, France, Belgium, Bulgaria, US Virgin Islands or US Minor Outlying Areas, Turkey, People’s Republic of China, Hong Kong, Macau, Israel, Mexico, or Vietnam. Short term, we look for the Company to further penetrate the European market, particularly the UK, Italy, and France. In the mid-to-long term, we look for Intertain to establish a US footprint, as well as expand south of the border into Mexico, Central America, and South America.

EUROPE| Europe is the largest and most established online gambling market (6.8M+ consumers),

comprising 54% of gross win in 2012. Europe’s online gambling market is primarily driven by Germany, UK, Italy, France, Greece, Spain, and Belgium. According to the European Commission, online gambling in Europe is expected to reach €13B (US$18B in 2015E, growing at a CAGR of 8.7% from €9.3B (US$12.9B) in 2011. Over the forecasted period technological innovation will drive growth in the European market, particularly mobile adoption.

UK| The UK gambling market is still dominated by land-based casinos; however, the online market is

growing at an overwhelming rate. In 2012, the online gambling market in the UK generated £2.1B (US$2.9B) in gross win and is expected to grow at a CAGR of 15% through to 2015E driven by casino and sports betting. Gross win by segment was as follows: sports betting (£824.2M or US$1.1B), casino (£690.8M or US$960M), poker (£263.8M or US$367M), and bingo (£276.1M or US$384M).

Recent Regulatory Issues: The UK government intends to change the regulation of online gambling from a point of transaction basis to a point of consumption basis. This will require offshore operators to obtain a license to provide online gambling services to UK players. In December 2014, the UK government will tax all operators at the same 15% tax rate.

EXHIBIT 5 – 2012 ONLINE GAMBLING MARKET IN THE UK

Bingo 13%

2012 UK online gambling market by product

Ladbrokes 8%

888

Other 20%

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South of the border| We believe Mexico, Central America, and South America represent potential

market opportunities for the Company since many countries in these regions are regulated. In addition, upcoming events such as the 2014 FIFA World Cup and 2016 Summer Olympic games will benefit online gaming operators in these regions.

US| Over the last decade, the US market has struggled to develop an effective policy on Internet

gambling, resulting in variable growth. The UIGEA, signed in October 2006, made it illegal under federal and state law for online gambling operators to accept payments of any form. However, at the end of 2011 the US Department of Justice issued a memorandum declaring that the Federal Wire Act only prohibits sports betting, while allowing state regulation of online poker and casinos. In the US, Nevada, Delaware, and New Jersey have all legalized real-money online gaming and have licensed parties to provide services. California and Massachusetts have initiated the process to legalize real-money online gaming. We expect online gambling regulation in the US to ease over the next decade, thus increasing state tax revenues and counteracting the illegal offshore gambling market in the US — in 2012 Americans generated an estimated US$3B in illegal offshore gambling.

H2 is anticipating that a number of other states will join the movement towards legalization, and is projecting that the US will generate €23M (US$32M) of gross win in 2013E. Over the next four years, the US market is expected to grow at a CAGR of ~300% to €5.6B (US$7.5B) by 2017E where it will comprise 30% of the global gaming market, excluding sports betting. The vast majority of expected revenues will come from states that have yet to legalize online gambling.

EXHIBIT 6 – US MARKET

Source: H2 Gambling Capital, GMCI 0 1 2 3 4 5 6

2013E 2014E 2015E 2016E 2017E

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EXHIBIT 7 – US MARKET

Source: Bwin.Party report

ONLINE GAMING BECOMING MORE SOCIAL

In addition to real-money gambling, casino operators look to social gaming to drive traffic to their sites. The mindset behind the operators is to convert the social gamer into a real-money gamer, accomplished by offering an engaging platform and rewards program, which entices the social gamer to make a deposit. The drawback in converting a social gaming platform into a real-money gambling arena is the obtainment of a gaming license, which can be a lengthy process. The convergence between real-money gambling and social gaming is a multi-billion dollar market in itself, as the ARPU per real-money gambler is significantly higher than the ARPU per social gamer. According to H2, the social casino gaming market generated €1.2B (US$1.74B) in 2012 and is expected to grow at a CAGR of 19% to €2.1B (~US$3B) by the end of 2015E. The combined real-money gambling and social casino gaming market is estimated to reach €30.36B (~US$42.2B) by 2015E. We expect the Company to focus a portion of its marketing initiatives towards its “play for fun” users via reward and bonus offerings in order to grow its player database.

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EXHIBIT 8 – SOCIAL CASINO GAMING MARKET

MOBILE| With the significant growth in the number of smart devices over the last half-decade,

real-money gamers are turning to their mobile devices to gamble. Based on a study by Juniper Research, an estimated 64M people used their mobile device to gamble in 2013E, which is forecasted to grow at a CAGR of 21% over the next five years, reaching 164M users by 2018E. Mobile in 2012 accounted for ~24% of total online gaming activity. Juniper expects the strongest growth to come from North America, particularly the US with its current legislative changes and successful launches of online gambling in a number of states. According to eMarketer, there were 1.43B smartphone users worldwide as at December 2013, with a global outreach of 20.2%; global smartphone users are expected to reach 2.5B (33.8% global penetration rate) by 2017E, representing a CAGR of 115%. The Company’s mobile application is currently in beta and is expected to launch in Q214E.

EXHIBIT 9 – SMARTPHONE USERS AND GLOBAL PENETRATION RATES

Source: eMarketer, GMCI

0 0.5 1 1.5 2 2.5

2012 2013E 2014E 2015E

Social Casino Gaming (€B)

0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 0 0.5 1 1.5 2 2.5 3

2012 2013 2014E 2015E 2016E 2017E

(B

illi

on

s)

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JURISDICTIONS IN THE ONLINE GAMING WORLD

As at the end of 2010, 85 nations had legalized online gambling and there were over 2,500 online gambling sites globally. The composition of the online world includes 865 online casinos, 616 online poker rooms, 516 sports betting sites, 426 bingo sites, and 187 lottery and other sites. The American Gaming Association (“AGA”) divides the legalized online gaming world into three categories:

1) Smaller jurisdictions in the Western Hemisphere, including Costs Rica, Antigua, Curacao, and the Kahnawake Mohawk nation in Canada. These jurisdictions provide operators with low-cost licensing, low tax rates, and minimal or no regulatory policies.

2) Small regions in Europe that utilize online gambling as a way to stimulate their economies, including Gibraltar, Malta, and the Isle of Man and Alderney. These regions host some of the largest online gambling sites and provide operators with low tax rates, a knowledgeable online gambling workforce, reliable Internet service, and sufficient regulatory policies. We note that Intertain holds a Class one gaming license in Malta. According to the Malta Internet Gambling Laws, “a Class one license is for operators managing their own risk on repetitive games, such as casino-type games, skill games, and online lotteries”. The company pays a gaming tax on a class one on a class four basis, which states that the gaming tax payable by an operator is

€1,200 per month.

3) Larger, developed countries in Europe, as well as some Canadian provinces. Online gambling in these regions take on one of two business models: 1) State-owned monopoly, whereby only one company may take online bets; and 2) licensed and regulated private gambling operators. The main pitfall for these regions is the invasion of unlicensed gaming operators.

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PAST AND FUTURE OF INTERCASINO

EXHIBIT 10 – THE HISTORY OF INTERCASINO

Source: eMarketer, GMCI, UIGEA = US Unlawful Internet Gambling Enforcement Act of 2006

EXHIBIT 11 – GROWTH STRATEGY

Mobile • Expected launch in Q214E.

• Mobile accounts for over 20% of online gaming and will drive site traffic.

Geographic Expansion • Mexico, Central America, South America, and potentially the US. • Currently has active presence in Europe

New Product

Opportunities • Currently offers casino and poker with plans to launch sportsbook and bingo offerings.

Updated Platform • InterCasino will utilize Amaya’s platform, which will allow for a more engaging user experience. The new platform will be browser-based allowing for instant access anywhere, and integrated with the latest marketing tools for CRM, bonus management, and business intelligence.

Inorganic Growth • Acquisitions will drive active daily player growth.

Marketing Initiatives • Intertain will look to spend US$5-10M/year on customer acquisitions. • Will launch marketing campaign in Q114 consisting of pay-per click, search

engine optimization, and affiliate and email marketing.

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QUALIFYING TRANSACTION

On February 11, 2014, Intertain closed its qualifying transaction involving the acquirer Goldstar, which entered into a LOI with Aumento Capital II Corp., whereby Aumento acquired all of Goldstar’s outstanding shares, in turn allowing Goldstar to go public by way of a reverse takeover (see Appendix F for information regarding the transaction).

The purchases price of the transaction was $70M, less a closing working capital adjustment of $7.5M, satisfied through cash consideration of $52.5M and a vendor take-back in the form of $10M, bearing interest at 6% per annum payable semi-annually in the second year following the closing date and due on the fourth anniversary of the closing date. The transaction was financed with $46.5M worth of unit subscriptions and $17.5M of convertible debentures (see Appendix D for acquisition and financing term sheets).

AMAYA EARNOUTS AND REVENUE GUARANTEES| The Share Purchase Agreement provides

for a bonus payment of US$10M if Intertain achieves a net revenue target of US$30M during the second year following closing (payable in 12 monthly instalments during the third year following closing), and a bonus payment of US$10M if Intertain achieves a net revenue target of US$40M during the third year following closing (payable in 12 monthly instalments during the fourth year following closing). We believe the Company will achieve these targets, thus we have incorporated the two bonus payments into our model.

Under the agreement, Amaya is liable to pay to Intertain, during the first two years following closing, an amount equal to the shortfall between US$19M and the Company’s actual net revenues, to be paid out quarterly. Amaya will also guarantee the financial obligations of the licensors under the services and license agreements.

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FINANCIAL REVIEW

For the nine months ended September 30, 2013, Intertain reported net revenue of US$7.9M, adj. EBITDA of US$2.4M, and net income of US$1.76M. The Company’s post transaction cash balance is ~$7.0M.

REVENUE| Intertain generates revenue from two sources, its online casino, which comprises 95%+ of

its total revenue, and online poker. In the casino segment, users play against the house. The house generates revenue in the casino segment by having a statistical advantage over the player; over the long term, the house always wins. In the poker segment, the operator provides a platform where users can play against each other, also known as “peer-to-peer” playing. Users can play poker either through online tournaments or cash games (“ring games”). Due to the provided platform and hosting service, the operator charges players a fee (the “rake”) for every hand played in ring games, and an entry fee for tournament games.

All of our revenue forecasts are based on net gaming revenue, consistent with past reporting standards. Net gaming revenue is gross gaming revenue less promotions and compensation points, affiliate commissions, and service fees and gaming taxes; consequently, our projections do not include these accounts since all of them are recognized above the net gaming revenue line. We believe affiliate commissions will range from $3-4M per annum and gaming taxes will range from 5-15% of GGR depending on the country.

For 2014E, we are looking for net revenue of $17.5M driven by an optimistic market outlook and regulatory changes, with downside protection from a US$19M per annum two-year net revenue guarantee agreement with Amaya. We believe that for the first three quarters of 2014E the Company will fall short of the US$4.75M/quarter net revenue guarantee threshold Amaya has provided, and thereafter will exceed it.

EXHIBIT 12 – REVENUE AND ADJ. EBITDA MARGIN FORECASTS

Source: Company report, GMCI

0% 10% 20% 30% 40% 50% 60% 10,000 20,000 30,000 40,000 50,000 60,000

2011 2012 _2013E _2014E _2015E _2016E _2017E _2018E

Rev

en

ue (

000s

)

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EXHIBIT 13 – HISTORICAL NUMBER OF ACTIVE USRS

EXHIBIT 14 – REVENUE DRIVERS AND RATIOS

ADJ. EBITDA| The Company’s adj. EBITDA for the nine-month period ending September 30, 2013,

-40% -20% 0% 20% 40% 60% 80% 20,000 40,000 60,000 80,000 100,000 120,000 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 LTM

Active Users User Growth % UIGEA

of 2006

Amaya Acquisition

Intertain Group IT-T

Ratio Analysis 2014E 2015E 2016E 2017E 2018E

Net Revenue 17,552,078 31,043,104 41,585,889 46,411,204 51,117,251

Expense Margins:

Salaries & Benefits 10.0% 10.0% 10.0% 9.6% 9.5%

Gaming Software Licensing 17.0% 20.0% 20.0% 20.0% 20.0%

Marketing 25.0% 20.0% 19.0% 18.6% 18.5%

Payment Processing Fees & Other 5.0% 5.0% 5.0% 5.0% 5.0%

General & Administrative 3.0% 1.8% 1.4% 1.2% 1.1%

Stock-Based Compensation 5.0% 3.0% 3.0% 3.0% 3.0%

Operating Metrics:

EBITDA Margin 40.0% 43.2% 44.6% 45.6% 46.0%

EBT Margin 26.4% 35.7% 38.7% 40.4% 41.4%

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equal to or below US$30M and 20% on revenues exceeding US$30M. We have modelled licensing costs at 17% for 2014E and 20% thereafter.

2. Marketing – In addition to licensing costs, marketing costs are extremely important in the online

gambling market in order to drive traffic to the operators’ site and counteract player churn. Marketing expenditures for Intertain will initially be high as the Company rolls out its marketing campaign. We have modelled marketing costs of $4.4M, or 25% of net revenue in 2014E. The expected launch of Intertain’s marketing campaign is Q114E and will consist of pay-per click, search optimization, affiliate, and email marketing.

3. Salaries – We have modelled salaries consistent with our growth expectations for the Company. CASH FLOW| Post transaction, Intertain had ~$7.0M of cash and $26.0M of debt. Given the nature of

this business, the Company is able to generate a significant amount of cash flow. For the nine months ending September 30, 2013, Intertain’s cash flow from operations (“CFO”) was US$1.3M versus US$3.5M when compared to the same period y/y; lower net income was the primary cause for the decreased CFO. We note that there was a sharp decline in net income for the first nine months of 2013 due to Amaya’s elimination of all marketing initiatives, as the asset conflicted with its B2B customers. We believe the Company’s positive cash flow generation, accompanied with its cash on hand, will provide Intertain with the necessary leverage to execute on its short- and long-term business strategies, as well as maintain its dividend in the future. The Company will pay a semi-annual cash dividend of $0.03 per common share, implying a 1.4% dividend yield at its current share price.

EXHIBIT 15 – CFO

5,000 10,000 15,000 20,000 25,000

2011 2012 _2013E _2014E _2015E _2016E _2017E _2018E

$000s

CFO

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VALUATION

We value Intertain at $7.50/share using a Discounted Cash Flow (DCF) model in which we forecast 2014E-2018E CAGR of 30.6% for revenue and 35.2% for adj. EBITDA. Our DCF is based on a discount rate of 12% and a terminal multiple of 7x EBITDA. For our DCF FD S/O estimate see Exhibit 18.

EXHIBIT 16 – DCF ANALYSIS

EXHIBIT 17 – SENSITIVITY ANALYSIS

Intertain Group IT-T

Discounted Cash Flow Analysis 2012 Q413E 2014E 2015E 2016E 2017E 2018E

Net Revenue ($) 17,203,912 2,652,222 17,552,078 31,043,104 41,585,889 46,411,204 51,117,251 30.6%

Net Revenue Growth -34.27% -84.58% 561.79% 76.86% 33.96% 11.60% 10.14%

Adj. EBITDA ($) 6,644,309 1,066,458 7,020,831 13,410,621 18,547,307 21,163,509 23,488,377 35.2%

Adj. EBITDA Growth -52.05% -83.95% 558.33% 91.01% 38.30% 14.11% 10.99%

Adj. EBITDA Margin 38.62% 40.21% 40.00% 43.20% 44.60% 45.60% 45.95%

Depreciation 135,727 10,022 56,432 61,084 66,119 71,569 77,469

EBIT ($) 6,166,466 1,056,436 6,086,795 12,418,244 17,233,611 19,699,604 21,877,391

NOPAT 5,823,925 1,003,614 5,782,456 11,797,332 16,371,930 18,714,623 20,783,521

Plus Depreciation ($) 135,727 10,022 56,432 61,084 66,119 71,569 77,469

Less Capital Expenditures ($) (391,984) (10,022) (67,718) (73,300) (79,343) (85,883) (92,963)

Capital Intensity 2.28% 0.38% 0.39% 0.24% 0.19% 0.19% 0.18%

Net Working Capital Changes (1,045,957) (141,299) 631,534 806,897 438,756 183,876 526,905

EPS (Continuing) 0.05 0.21 0.50 0.72 0.84 0.95

Unlevered Free Cash Flow ($) 4,521,711 862,316 6,402,704 12,592,012 16,797,462 18,884,185 21,294,932

PV of Unlevered FCFs ($) 5,199,751 885,377 5,869,581 10,306,728 12,272,033 12,318,364 12,402,609

Valuation Assumptions:

Discount Rate 12%

Terminal Multiple 7.00x

Valuation Analysis: Current 1-Yr Target 2-Yr Target

Total PV of FCFs ($) 53,169,314 47,299,733 36,993,005

Terminal Value ($) 164,418,638 164,418,638 164,418,638

PV of Terminal Value ($) 107,252,110 120,122,363 134,578,825

Net (debt) cash position (15,292,059) (8,706,444) 2,025,347

Total Value ($) 145,129,366 158,715,653 173,597,178 DCF Value/Share 6.86 7.50 8.21 FD Shares O/S 21,155,803 21,155,803 21,155,803 7.50 5.00x 6.00x 7.00x 8.00x 9.00x 10.00x 11.00x 8% 6.60 7.50 8.39 9.29 10.19 11.09 11.98 9% 6.41 7.28 8.16 9.03 9.91 10.78 11.66

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EXHIBIT 18 – SHARE COUNT ESTIMATE

Shares Outstanding (post transaction)

Shares Oustanding

Goldstar common shares as at Sep 9, 2013 1,150,923 Goldstar private placement 613,100 Goldstar unit private placement 11,625,000 Aumento shareholders 214,000 Pro Form a share capital as at July 31, 2013 13,603,023 Warants & Options

Equity private placement ($5 strike price) 3,431,250 Debenture w arrant ($5 strike price) 2,916,667

Options 1,204,863

Total 7,552,780

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COMPETITION

The online gambling market is highly fragmented with a number of large companies and no single operator holding a majority of the market share. Intertain operates in an extremely competitive industry with players that are larger, more experienced, and better capitalized to customize advanced technologies and adapt rapidly to technological change. The gaming industry is a large, dynamic and growing global market with a variety of segments, including online and land-based casinos, bingo halls, betting shops, track-side betting, lotteries and poker clubs. The Company competes with small gaming operators, local governments, and large multi-national operators. There are over 2,500 online gambling websites that compete with Intertain (Exhibit 22). A number of these casinos operate in gaming friendly jurisdictions and allow players from various countries to play on their website. Intertain’s most significant competitors include bwin.party Digital Entertainment Plc (BPTY-LON; Not Rated), William Hill plc (WMH-LON; Not Rated), and 888 Holdings (888-LON; Not Rated). Niche competitors specializing in other gaming entertainment segments, such as bookmaking or bingo operators, also compete with Intertain.

In order for the Company to remain competitive in the online gaming market, it must continue to: • Invest heavily into its marketing initiatives to acquire new users;

• Offer a large portfolio of high quality, engaging gaming content;

• Uphold gaming licenses in existing jurisdictions and obtain licenses in new jurisdictions, while respecting territorial limits on the market;

• Implement responsible gambling programs;

• Ensure user safety, privacy, and fairness, as well as integrity of games; and • Adapt to technological change.

William Hill plc is a global gambling company operating in various markets including retail, online and

telephone sports betting. WMH’s online/mobile segment offerings include an online casino, poker, and sportsbook. WMH is the largest online gambling site in the UK, comprising 15% of the market in 2012. WMH’s online revenue by segment is as follows: betting (35%) and gaming (65%). WMH’s 2014 strategy is to develop a larger product portfolio, encourage greater multichannel usage, and increase its international exposure by focusing on mobile (1.5M+ app downloads) and online platforms. WMH reported 2013 revenue of US$2.3B, EBITDA of US$590M, and EPS of US$0.39.

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Bwin.party Digital Entertainment is an online gambling company operating in five segments: sports

betting, casino, poker, bingo, and other. For 2013, revenue by product mix was as follows: sports betting (36%), casino (33%), poker (18%), bingo (8%), and other (5%). Bwin generates a majority of its revenue from Europe, particularly Germany (25%) and the UK (10%), with a presence in the North American market as well. Bwin partnered with Borgata (private), the number one network in New Jersey, to implement its partypoker offering. For 2014, Bwin plans to roll out new mobile products into regulated markets, consolidate its position in New Jersey, and capitalize on the World Cup and B2B opportunities. Bwin has a social gaming database of over 2.7M users and generates in excess of €1.7M average net daily revenue. Bwin reported 2013 revenue of US$897M, EBITDA of US$149M and EPS of US$0.10.

Betfair Group Ltd. (BET-LON; Not Rated) is the second largest online gambling operator in the UK

(11% market share in 2012), primarily focused on sports betting; however, Betfair also offers an online casino, poker, and bingo. Betfair’s focus in 2014 will be on expanding its geographical presence, particularly in the US, as well as mobile expansion and product development. Betfair reported F2013 revenue of US$644M, EBITDA of US$122M, and EPS of US$0.51.

Mr. Green & Co. (MRG-SK; Not Rated) is an investment management company with revenues

primarily derived by its online casino. Mr. Green’s revenue by geography for 2013 was as follows: Nordic region at 62% and the rest of Europe at 38%. Mr. Green’s focus in 2014 will be on investing in its mobile platform to increase its registered players, as well as expanding its geographical presence. Mr. Green reported 2013 revenue of US$74, EBITDA of US$19M and EPS of US$0.33.

International Game Technology (IGT-US; Not Rated) designs, manufactures, and markets casino

gaming equipment and gaming content for land-based casinos, as well as both real-money online and social gaming platforms. IGT operates internationally, however a majority of its revenue is derived from North America. IGT reported F2013 revenue of US$2.3B, EBITDA of US$803M, and EPS of US$1.20.

GTECH SpA (GTK-BIT; Not Rated) is an Italian company operating in the global lottery and betting

segments of the gambling industry. GTK provides online gambling solutions and branded gaming content for all segments of the online gaming universe, including poker, casino, sports betting, bingo, and lottery. GTK’s focus in 2014 will be directed at consolidating its market leadership in the lottery segment, growing its market share in the gaming sector, and accelerating its mobile penetration and content development to establish a leadership position in its interactive segment. GTK reported 2013 revenue of US$4.2B, EBITDA of $1.4B and EPS of US$2.19.

Ladbrokes Plc (LAD-LON; Not Rated) is a betting and gaming operator with revenues generated

primarily from the UK. LAD operates in five segments: UK retail, European retail, digital, telephone betting, and high rollers. LAD’s unique active number of players by segment is as follows: casino (200K), poker (53K), games (147K), and bingo (73K). LAD reported 2013 revenue of US$1.86B, EBITDA of US$348M, and EPS of US$0.20.

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Scientific Games Corp (SGMS-US; Not Rated) is a global supplier of lottery and gaming solutions,

which include instant lottery games, terminals and services, Internet applications, and gaming control systems. SGMC’s operations are organized around three business segments: Printed Products Group, Lottery Systems Group, and Diversified Gaming Group. SGMS generates 40% of its revenue from the US and 60% internationally. SGMS reported 2013 revenue of US$1.1B, EBITDA of US$383M, and EPS of US$(0.29).

Rank Group Plc. (RNK-LON; Not Rated) is a UK gaming operator primarily engaged in gaming and

betting services. RNK reported F2013 revenue of US$992M, EBITDA of US$181M, and EPS of US$0.21.

Aristocrat Leisure (ALL-AU; Not Rated) is an Australian gaming solutions provider with service

offerings in over 90 countries. ASX designs, develops and distributes its gaming content, platforms, and systems. ASX reported F2013 revenue of US$748M, EBITDA of US$168M, and EPS of US$0.18.

Playtech Plc (PTEC-LON; Not Rated) is a B2B online gaming software supplier for both online and

land-based casinos. PTEC reported 2013 revenue of US$505M, EBITDA of US$219M, and EPS of US$0.69.

Net Entertainment (NET’B-SK; Not Rated) is a global supplier of online casino games to some of the

largest online casino operators. The majority of NET’s customers are located in Europe, however NET plans on expanding into other markets, such as the US. NET reported 2013 revenue of US$97M, adj. EBITDA of US$44M, and adj. EPS of US$0.65.

NYX Gaming Group (Private) is a supplier of gaming content for online gambling, social gaming, and

mobile platforms. NYX has partnered with over 100 customers and has an extensive gaming library of 300+ award-winning lottery, bingo and casino products developed to address the multi-channel content and distribution strategy of the operators. NYX provides a white label platform for free-to-play online social poker, including its own brand named National League of Poker (NLOP). The Company has also developed Facebook, iPhone and Android apps that leverage social participation and virtual currency.

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EXHIBIT 19 – GLOBAL GAMING COMPARABLES

Source: Thompson One, GMCI estimates for IT-T and AYA-T

Div. Mkt. Cap.

GLOBAL GAMING COMPARABLES Ticker 31-Mar Target Yield (US$M) C14E C15E C14E C15E C14E C15E C14E C15E

Intertain Group IT-T 4.36 7.50 1.4% 59 18 31 21.4 9.0 4.4 2.5 10.9 5.7 Amaya Gaming Group Inc AYA-T 7.45 11.00 - 653 192 231 27.5 16.8 3.8 3.1 9.5 7.6 International Game Technology IGT-US 14.06 10.00 - 3,469 2,147 2,168 13.2 11.5 2.3 2.3 6.6 6.4 Bally Technologies Inc BYI-US 66.27 82.38 - 2,592 1,285 1,407 14.0 12.3 3.4 3.1 9.9 8.7 Scientific Games Corp SGMS-US 13.73 16.25 - 1,152 1,760 1,828 26.7 11.5 2.4 2.3 6.6 5.9 Multimedia Games Holding Company Inc MGAM-US 29.04 38.60 - 860 233 251 21.7 20.1 3.6 3.3 7.1 6.2 William Hill Plc WMH-LN 341.00 427.05 3.4% 4,921 2,651 2,824 11.6 12.4 2.3 2.1 8.7 9.1 Paddy Power Plc PAP-LN 57.80 64.97 2.4% 3,916 1,918 2,220 19.2 19.3 1.9 1.6 12.5 12.3 Ladbrokes Plc LAD-LN 135.00 141.15 6.6% 2,068 1,915 2,013 12.2 13.4 1.4 1.4 7.7 8.1 Playtech Plc PTEC-LN 676.50 9.84 2.1% 3,303 572 604 15.2 14.7 4.5 4.3 10.5 10.1 Bwin.party Digital Entertainment Plc BPTY-LN 126.60 1.63 2.6% 1,715 919 941 15.5 15.0 1.6 1.6 8.9 8.5 Betfair Group Plc BET-LN 1,106.00 1,128.75 1.4% 1,931 672 719 23.8 24.6 2.5 2.3 11.2 11.5 32red Plc TTR-LN 67.33 97.50 2.5% 77 65 57 9.7 7.4 1.1 1.3 7.6 6.1 Gvc Holdings Plc GVC-LN 373.50 - 7.2% 378 265 274 6.7 6.5 1.3 1.3 5.5 5.3 Rank Group Plc RNK-LN 158.10 174.83 2.7% 1,028 1,196 1,242 12.2 11.3 1.0 1.0 6.2 5.9 888 Holdings Plc 888-LN 150.70 - 5.2% 883 415 441 17.5 19.9 1.9 1.8 10.5 11.6 Aristocrat Leisure Ltd ALL-AU 5.38 4.92 2.7% 2,741 878 944 22.4 19.5 3.3 3.1 13.7 12.2 Ainsworth Game Technology Ltd AGI-AU 4.25 4.67 2.7% 1,083 252 287 16.1 14.4 4.1 3.6 10.7 9.4 Net Entertainment Ne Ab NET'B-SK 154.00 162.00 - 937 118 142 28.7 22.4 7.8 6.5 16.6 13.6

Mr Green & Co Publ Ab MRG-SK 34.70 - - 191 103 134 14.3 7.6 1.8 1.3 7.6 4.6

Betsson Ab BETS'B-SK 235.50 228.33 - 1,666 447 499 15.0 12.6 3.6 3.3 12.2 10.1

Unibet Group Plc UNIB'SDB-SK 325.00 - 3.3% 1,413 449 501 16.0 13.9 2.9 2.6 10.3 9.2

Gtech Spa GTK-MI 22.05 24.79 3.4% 5,277 4,375 4,539 14.3 13.1 2.1 2.0 6.1 5.9

Mean excluding IT-T 17.0x 14.6x 2.8x 2.5x 9.4x 8.6x Mean 17.2x 14.3x 2.8x 2.5x 9.4x 8.4x Median 15.5x 13.4x 2.7x 2.3x 9.5x 8.5x Revenue (USD) P/E EV/Sales EV/EBITDA Local Price

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RISKS

Along with the typical risks related to technology companies, such as product development and competition, Intertain is exposed to the following risks unique to its operations and the markets in which it operates.

REGULATORY| The gaming industry is highly regulated and Intertain must adhere to various unique

regulations in different geographies in order to maintain its licenses and continue operations. A significant portion of the Company’s revenue is currently derived from jurisdictions that include Malta, Gibraltar, the Isle of Man, and the UK, as well as other members of the European Union (EU). In addition, future revenue growth is expected from the US, Canada and Latin America. Any unexpected legislation from governments banning online gaming could adversely impact Intertain’s financial results.

COMPETITION| The gaming industry is highly competitive and there exists a number of large established

players that develop and distribute online gaming solutions. Some competitors have a longer history and/or better brand name recognition in specific business segments and markets, which can prevent Intertain from securing contracts in those areas. In addition, social media companies such as Facebook (FB-US; Not Rated) and Zynga (ZNGA-US; Not Rated) are making strategic moves into online gaming. Furthermore, the brick-and-mortar casinos could expand to online gaming with an in-house solution, or by partnering with or acquiring one of Intertain’s direct competitors.

INNOVATION| The gaming industry is highly innovative with rapidly changing user preferences.

Intertain, with its partner Amaya operating the platform, must continually offer new themes and products that appeal to customers and players. Developing products across mobile, online and physical platforms (poker tables, slot machines, etc.) is challenging, and missing product release milestones could impact sales cycles.

RELATIONSHIP WITH AMAYA| Intertain’s platform is driven by Amaya’s technology. Any changes

to the technology and related contracts (currently in place for five years) could disrupt Intertain’s operations, and switching vendors can be a financially expensive exercise.

KEY PERSONNEL| Product development and research & development are heavily reliant on the

Company’s strong team. Any loss of key personnel could severely impact Intertain’s operations.

CURRENCY RISKS| The Company’s present currency is the CAD. A significant amount of its

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APPENDIX A: GLOBAL ONLINE CASINOS

EXHIBIT 20 – GLOBAL ONLINE CASINOS AND SOFTWARE PROVIDERS

Source: Offshore Gaming Association (OSGA)

Online Casino Location Softw are Online Casino Location Softw are

21 Dukes Costa Rica TopGame Inter Casino Malta WagerLogic 21 Nova Gibraltar Playtech Jackpot City Gibraltar MicroGaming 24ktGold Curacao Playtech Jackpot Factory Kahnawake - Jackpot Factory MicroGaming 28 Vegas - Chinese Malta MicroGaming Jackpot Grand Curacao MicroGaming 7 Reels Costa Rica TopGame King Neptunes Gibraltar MicroGaming 7 Spins Costa Rica TopGame King Solomons Kahnawake Real Time Gaming (RTG) 7 Sultans Kahnawake - Fortune Lounge MicroGaming Omni Malta Cryptologic

777 Dragon Malta MicroGaming Online Casino Curacao Playtech 888 Gibraltar Random Logic Online Vegas Curacao Vegas Technology 32 Red Gibraltar MicroGaming Las Vegas USA Cyprus Real Time Gaming (RTG) 32 Vegas UK Playtech LittleWoods Malta WagerLogic All Jackpots Kahnawake - Jackpot Factory MicroGaming Lucky Emporer Kahnawake MicroGaming All Slots Kahnawake - Jackpot Factory MicroGaming Lucky Nugget Gibraltar MicroGaming All Star Slots Costa Rica Real Time Gaming (RTG) Lucky Red Costa Rica Real Time Gaming (RTG) Amber Coast Kahnawake Playtech Manhattan Slots Costa Rica Real Time Gaming (RTG) Apsinalls Malta MicroGaming Maple Casino Kahnawake MicroGaming Aztech Riches Kahnawake MicroGaming Millionaire Casino Antigua Vegas Technology Begado British Virgin Islands Real Time Gaming (RTG) Music Hall Kahnawake MicroGaming Betonline Panama BetOnline New York Kahnawake Playtech BlackJack Ballroom Kahnawake MicroGaming Nostalgia Kahnawake MicroGaming BlackJack Club Kahnawake MicroGaming Palace of Chance Costa Rica Real Time Gaming (RTG) Bodog Antigua Bodog Phoenician Kahnawake MicroGaming Bovada Canada Morris Mohwak Piggs Peak Switzerland MicroGaming Cameo Kahnawake Playtech Pink Lady Curacao Wager Network Captain Cooks Kahnawake MicroGaming Playboy Malta WagerLogic Carnival Gibraltar Playtech PlayBlackjack Costa Rica DGS Caribbean Gold Antigua MicroGaming Prestige Kahnawake Playtech Casino.com Gibraltar Playtech Purple-Lounge Online

Casino Games Malta MicroGaming Casino Bellini Kahnawake Playtech Rich Casino Costa Rica TopGame Captain Classic Kahnawake MicroGaming Roxy Palace Malta MicroGaming Casino Club Malta Boss Media River Belle Gibraltar MicroGaming Casino Del Rio Kahnawake Playtech River Nile Kahnawake MicroGaming Casino Kingdom Kahnawake MicroGaming Rushmore Cyprus Real Time Gaming (RTG) Casino Moons Costa Rica TopGame Sizzling Slots Curacao Wager Network Casino Titan Curacao Real Time Gaming (RTG) Sky King Kahnawake Playtech Casino Tropez Kahnawake Playtech Slots.lv Kahnawake Bodog Casino US Kahnawake MicroGaming Slots Express Curacao Wager Network Challenge Kahnawake MicroGaming Slots Jungle Curacao Real Time Gaming (RTG) Cherry Red Cyprus Real Time Gaming (RTG) Slots Oasis Cyprus Real Time Gaming (RTG) Cinema Malta MicroGaming Slots O Fortune Curacao Real Time Gaming (RTG) Cirrus Costa Rica Real Time Gaming (RTG) Slots Plus Cyprus Real Time Gaming (RTG) Club Player Costa Rica Real Time Gaming (RTG) Slots Village Costa Rica TopGame

Club World Costa Rica Real Time Gaming (RTG) Strike It Lucky Kahnawake MicroGaming Colosseum Kahnawake MicroGaming Sun Palace Costa Rica Real Time Gaming (RTG) Commodore Curacao CGTV Games Sun Vegas Kahnawake MicroGaming Cool Cat Costa Rica Real Time Gaming (RTG) Thebes Casino Costa Rica TopGame Cote d' Azur - French Kahnawake Playtech Tila Casino Malta Playtech Crazy Vegas Kahnawake MicroGaming Tower Gaming Gibraltar OnGame CS Casino Malta Cryptologic UK Club Kahnawake MicroGaming Club World UK Real Time Gaming (RTG) UK Grand Kahnawake Playtech Diamond Club Kahnawake Playtech Vegas 7 Kahnawake MicroGaming Euro Grand Kahnawake Playtech Vegas Casino Online Panama Real Time Gaming (RTG) Europa Kahnawake Playtech Vegas Country Kahnawake MicroGaming First Web Kahnawake - Jackpot Factory MicroGaming Vegas Joker Kahnawake MicroGaming Flamingo Club Curacao Playtech Vegas Red Kahnawake Playtech Gaming Club Gibraltar MicroGaming Vegas Slot Kahnawake MicroGaming Go Casino Curacao Vegas Technology Video Poker Classic Curacao CGTV Games Golden Cherry Curacao Rival VIP Curacao MicroGaming Golden Palace Curacao Playtech VIP Lounge Kahnawake - Jackpot Factory MicroGaming Golden Tiger Kahnawake MicroGaming Virgin UK Boss Media Golden Reef Kahnawake MicroGaming Virtual City Kahnawake MicroGaming Golden Riviera Kahnawake MicroGaming Wild Vegas Costa Rica Real Time Gaming (RTG) Golden Vegas Games Costa Rica DGS William Hill Casino Club Gibraltar Playtech

Grand Hotel Kahnawake MicroGaming WinPalace Curacao Real Time Gaming (RTG) GrandOnline Curacao Playtech Winward Casino Malta TopGame

High Noon Costa Rica Real Time Gaming (RTG) Yukon Gold Kahnawake MicroGaming Imperial Casino Gibraltar Netent Zodiac Kahnawake MicroGaming

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APPENDIX B: REGULATORY ENVIRONMENT

The gaming industry is highly regulated. The following legislations are relevant for Intertain’s growth: 1) EU Working Document “Towards a comprehensive European framework on online gambling”; 2) UK Gaming Act of 2005; 3) Australian Interactive Gambling Act of 2001; 4) US Unlawful Internet Gambling Enforcement Act (UIGEA) of 2006; 5) initiatives undertaken by various Canadian provinces.

EU Commission| On October 23, 2012, the EU Commission voted not to propose EU-wide legislation

on online gambling, recommending instead a comprehensive set of actions/principles focused on protecting the online user. The Commission unveiled a two-year action plan to clarify the regulation of online gambling and encourage cooperation between Member States. (Source: EU Working Document “Towards a comprehensive European framework on online gambling”)

UK Gaming Act of 2005| The UK Gaming Act of 2005 came into effect on September 1, 2007. The Act

created the UK Gambling Commission, and specifically regulated online gambling for the first time. As a result of the Act, the UK has become one of the leading online gambling markets.

The UK government intends to change the regulation of online gambling from a point of transaction basis to a point of consumption basis. This will entail offshore operators to obtain a license to provide gaming to UK players. In December 2014, the UK government will tax all operators on the same basis, which is 15%.

Australia Interactive Gambling Act of 2001| The Australian Government passed the Interactive

Gambling Act on June 28, 2001, which protects Australians from the harmful effects of gambling. The IGA targets the providers of interactive gambling services. The IGA makes it an offence to provide an interactive gambling service to a customer physically present in Australia, but it is not an offence for Australian residents to play poker or casino games online; however, online sports betting is completely legal. The offense applies to all interactive gambling service providers, whether based in Australia or offshore, whether Australian or foreign owned. (Source: Wikipedia/Online Gambling)

US Unlawful Internet Gambling Enforcement Act (UIGEA) of 2006| UIGEA is a US federal law

passed in 2006 (as an attachment to the SAFE Act) regulating online gambling. The UIGEA “prohibits gambling businesses from knowingly accepting payments in connection with the participation of another person in a bet or wager that involves the use of the Internet and that is unlawful under any federal or state law.” The Act specifically excludes fantasy sports that meet certain requirements, legal intra-state and inter-tribal gaming, and state lotteries. According to a report by the AGA, the legalization and regulation

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APPENDIX C: PRODUCTS

EXHIBIT 21 – INTERTAIN BRANDS

InterCasino InterCasino is an online casino providing

players with access to 150+ casino games, including slot games, blackjack, roulette, craps, and baccarat. InterCasino is offered on an instant-play web-based application (no download necessary) across all platforms, including Windows, Mac, and Linux. InterCasino currently offers 150+ casino titles in nine languages, accepts three currencies ($, £, €), and has a database of over 2M players (0.8M from the US and 1.2M from the rest of the world).

InterPoker InterPoker is an online poker offering

which is offered on all platforms (Windows, Mac, Android, and iOS). InterPoker offers a variety of poker games, including Texas Hold’em (fixed/unfixed limit), Omaha High, Omaha High/Low, Card Stud, and 7-Card Stud High/Low. All games are offered as ring games and tournaments.

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APPENDIX D: ACQUISITION AND FINANCING TERM SHEETS

EXHIBIT 22 – ACQUISITION TERM SHEET

Summary of Acquisition of

InterCasino Terms

Purchase Price $70.0M

Working Capital $7.5M working capital requirement

Vendor Take-Back $10.0M promissory note issued to Amaya to fund portion of acquisition. _{Four- year term; 6% coupon (no cash interest payment in first year)} Partnership Incentive Additional $10.0M payment to Amaya if 2015 NGR exceeds US$30M and _{another $10.0M payment to Amaya if 2015 NGR exceeds US$40M}

Closing Date December 2013

Source: Company presentation, GMCI

EXHIBIT 23 – FINANCING TERM SHEETS

Offering

Characteristics Unit Subscription Convertible Debenture

Size of Offering $46.5M $17.5M

Issue Price $4.00/unit $1,000/convertible debenture

subscription receipt

Unit Each unit consists of one common share

and one-quarter of one common share purchase warrant

Each convertible debenture unit will consist of $1,000 face value convertible debenture and 30 warrants

Warrants Two years, $5.00 strike price Two years, $5.00 strike price

Dividend/coupon Semi-annual cash dividend of

$0.03/common share (implied dividend yield of 1.4%)

Semi-annual coupon of 5% convertible at $6.00 maturing on December 31, 2018

Use of Proceeds To acquire InterCasino To acquire InterCasino

Exchange/Symbol The warrants will not be listed; common

shares listed on TSX under ticker IT The warrants will not be listed; reasonable commercial efforts to list the debentures on the TSX

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APPENDIX E: FINANCIALS

EXHIBIT 24 – INCOME STATEMENT

Source: Company report, GMCI Estimates

* All historical figures in US$

Income Statement (YE Dec 31) 2012 Q413E 2014E 2015E 2016E 2017E 2018E

Net Revenue 17,203,912 2,652,222 17,552,078 31,043,104 41,585,889 46,411,204 51,117,251

Operating Expenses:

Salaries & Benefits 2,677,837 600,994 1,755,208 3,104,310 4,158,589 4,455,476 4,856,139

Gaming Software Licensing 2,580,587 397,833 2,983,853 6,208,621 8,317,178 9,282,241 10,223,450

Marketing 3,055,883 221,726 4,388,019 6,208,621 7,901,319 8,632,484 9,456,691

Payment Processing fees & Other 695,453 171,068 877,604 1,552,155 2,079,294 2,320,560 2,555,863

License Fees & Gaming Taxes 615,958 - - -

-Other 430,635 - - -

-Stock-Based Compensation - - 877,604 931,293 1,247,577 1,392,336 1,533,518

General & Administrative 503250 194,143 526,562 558,776 582,202 556,934 536,731

Total Operating Expenses 10,559,603 1,585,764 11,408,850 18,563,776 24,286,159 26,640,031 29,162,392

Operating Income 6,644,309 1,066,458 6,143,227 12,479,328 17,299,730 19,771,173 21,954,859

Other Expenses (Income):

Depreciaion of PP&E 97,605 - - -

-Amortization of Intangible Assets 38,122 10,022 56,432 61,084 66,119 71,569 77,469

Foreign Exchange 342,116 - - -

-Interest Expense 1,284 - 1,560,270 1,516,751 1,406,723 1,259,629 1,086,122

Interest Income (2,325) - (111,811) (172,278) (257,753) (302,971) (395,181)

Total Other Expenses (Income) 476,802 10,022 1,504,891 1,405,557 1,215,090 1,028,227 768,409

EBT 6,167,507 1,056,436 4,638,336 11,073,771 16,084,640 18,742,945 21,186,450 Tax Provision 342,599 52,822 231,917 553,689 804,232 937,147 1,059,322 Net Income 5,824,908 1,003,614 4,406,419 10,520,082 15,280,408 17,805,798 20,127,127 EPS Basic EPS 0.07 0.32 0.77 1.12 1.31 1.48 Diluted EPS 0.05 0.21 0.50 0.72 0.84 0.95 Shares Outstanding Basic 13,603,023 13,603,023 13,603,023 13,603,023 13,603,023 13,603,023 Diluted 21,155,803 21,155,803 21,155,803 21,155,803 21,155,803 21,155,803 Operating Metrics: Adj. EBITDA 6,644,309 1,066,458 7,020,831 13,410,621 18,547,307 21,163,509 23,488,377 EBIT 6,166,466 1,056,436 6,086,795 12,418,244 17,233,611 19,699,604 21,877,391 EBT 6,167,507 1,056,436 4,638,336 11,073,771 16,084,640 18,742,945 21,186,450 Net Income 5,824,908 1,003,614 4,406,419 10,520,082 15,280,408 17,805,798 20,127,127

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EXHIBIT 25 – BALANCE SHEET

* All historical figures in US$

Balance Sheet (As at Dec 31) 2012 Q413E 2014E 2015E 2016E 2017E 2018E

Current Assets

Cash & Cash Equivalents 3,040,322 10,022,164 15,110,253 24,685,190 29,036,712 34,395,065 52,584,852

Prepaid Expenses 172,002 42,711 36,360 38,674 33,932 31,640 30,712

Total Current Assets 3,212,324 10,064,875 15,146,613 24,723,864 29,070,644 34,426,705 52,615,565

Non-Current Assets PP&E 455,311 - - - -Investments - 466,630 466,630 466,630 466,630 466,630 466,630 Intangible Assets 312,975 136,917 148,203 160,420 173,644 187,958 203,451 Goodwill - 61,896,452 81,896,452 81,896,452 81,896,452 81,896,452 81,896,452 Total Assets 3,980,610 72,564,874 97,657,898 107,247,366 111,607,370 116,977,745 135,182,098 Current Liabilities

Accounts Payable & Accrued Liabilities 512,429 365,765 550,225 823,541 912,129 977,564 1,080,377

Customer Deposits 1,741,070 - 440,723 976,618 1,322,044 1,438,192 1,861,357

Convertible Debenture - - - -

-Promissory Note - - - 337,573 2,283,691 1,496,739

-Amaya Partnership Incentive - - - - 10,000,000 -

-Provision for Taxes 342,599 10,632 10,632 10,632 10,632 10,632 10,632

Total Current Liabilities 2,596,098 376,397 1,001,579 2,148,363 14,528,495 3,923,127 2,952,365

Non-Current Liabilities

Promissory Note - 10,000,000 10,000,000 7,807,490 4,075,558 1,669,349

-Convertible Debenture - 16,004,500 16,004,500 16,004,500 16,004,500 16,004,500 16,004,500

Amaya Partnership Incentive - - 20,000,000 20,000,000 - -

-Total Liabilities 2,596,098 26,380,897 47,006,079 45,960,353 34,608,554 21,596,976 18,956,865

Shareholders' Equity

Share Capital - 41,356,865 41,356,865 41,356,865 41,356,865 41,356,865 41,356,865

Contributed Surplus - 6,148,000 7,025,604 7,956,897 9,204,474 10,596,810 12,130,327

Deficit - (1,320,888) 2,269,350 11,973,251 26,437,478 43,427,094 62,738,040

Divisional Surplus / (deficit) 1,384,512 - - -

-Total Shareholders' Equity 1,384,512 46,183,977 50,651,819 61,287,013 76,998,816 95,380,769 116,225,233

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EXHIBIT 26 – CASHFLOW STATEMENT

Cash Flow Statement (YE Dec 31) 2012 Q413E 2014E 2015E 2016E 2017E 2018E

Operating Activities:

Net Income 5,824,908 1,003,614 4,406,419 10,520,082 15,280,408 17,805,798 20,127,127

Depreciation of PP&E 97,605 - - -

-Amortization of Intangible Assets 38,122 10,022 56,432 61,084 66,119 71,569 77,469

Impairment of Intangible Assets - - - -

-Stock-Based Compensation - - 877,604 931,293 1,247,577 1,392,336 1,533,518

Changes in Non-Cash Working Capital: - - - -

-Prepaid Expenses 81,920 (28,160) 6,352 (2,314) 4,742 2,292 928

Income Tax Provision (323,626) - - -

-Accounts Payable and Accrued Liabilities (150,719) (113,138) 184,460 273,316 88,588 65,435 102,813

Customer Deposits (653,532) - 440,723 535,895 345,426 116,148 423,164

Total Cash Provided by Operating Activities 4,914,678 872,338 5,971,989 12,319,355 17,032,860 19,453,579 22,265,019

Investing Activities:

Purchase of PP&E (47,900) - - -

-Purchase Sale of Intangible Assets (344,084) (10,022) (67,718) (73,300) (79,343) (85,883) (92,963)

Total Cash Provided by Investing Activities (391,984) (10,022) (67,718) (73,300) (79,343) (85,883) (92,963)

Financing Activities:

Distributions (5,465,913) - (816,181) (816,181) (816,181) (816,181) (816,181)

Repayment of Convertible Debt - - - -

-Addtions to debt - - - -

-Repayment of Note - - - (1,854,938) (1,785,813) (3,193,161) (3,166,088)

Equity Issuance - - - -

-Amaya Partnership Incentive - - - - (10,000,000) (10,000,000)

-Total Cash Provided by Financing Activities (5,465,913) - (816,181) (2,671,119) (12,601,995) (14,009,342) (3,982,269)

Net Increase (Decrease) in Cash (943,219) 862,316 5,088,090 9,574,936 4,351,522 5,358,354 18,189,787

Beginning Cash 3,983,541 9,159,848 10,022,164 15,110,253 24,685,190 29,036,712 34,395,065

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APPENDIX F: INTERCORPORATE RELATIONSHIPS

Intertain holds 100% of the issued and outstanding common shares of Amalco and Amalco will be a wholly-owned subsidiary of the Resulting Issuer and all of the subsidiaries of Amalco, namely WagerLogic and CryptoLogic Operations, will become indirectly wholly-owned subsidiaries of the Resulting Issuer. The name of the Resulting Issuer will be changed to “The Intertain Group Limited”.

EXHIBIT 27 – INTERCORPORATE RELATIONSHIPS

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APPENDIX G: MANAGEMENT AND DIRECTORS

EXHIBIT 28 – MANAGEMENT HOLDINGS

Source: Company report, SEDI, GMCI Estimates

John Kennedy FitzGerald, Chief Executive Officer| John FitzGerald is the Chief Executive Officer

and President of Intertain and is also currently the Chief Executive and Director of the Interactive Gaming Council (IGC), a non-profit trade association that serves as a collective voice for the international interactive gaming industry. In early 2000, Mr. FitzGerald held the role of General Counsel for CryptoLogic and was responsible for corporate governance and compliance. After leaving CryptoLogic, Mr. FitzGerald continued to play a key role in a number of initiatives relating to the online gaming industry, including co-founding: Ethoca, which provides a secure network for card issuers and merchants to connect to stop online fraud; and Virgin Gaming, which acts as a social gaming community, providing an online service that facilitates tournaments, leagues and ladders for the Xbox 360® and PlayStation®3 video game platforms.

Keith Laslop, Chief Financial Officer| Mr. Laslop currently serves as principal of Newcourt Capital, a

boutique private equity group. From 2004 to 2008, Mr. Laslop served as the CFO, then President of Prolexic Technologies, the world’s largest, most trusted Distributed Denial of Service (DDoS) mitigation provider. Mr. Laslop was responsible for the company’s performance, ultimately securing a high realization multiple for all investors. From 2001 to 2004, he served as the Chief Financial Officer and Business Development Director of Elixir Studios, a London-based video gaming software developer. Prior to Elixir, Mr. Laslop served in various corporate development, mergers and acquisitions, and gaming consultant roles in London, England, and Toronto, Canada. Mr. Laslop is a Chartered Accountant and holds the Chartered Financial Analyst (CFA) accreditation.

Peter Marcus, Chief Marketing Officer| Peter Marcus has 11 years of experience in the online gaming

industry. Most recently, from 2011 to 2013, Mr. Marcus was Managing Director of Betfair Group PLC. From 2008 to 2011, he was Chief Operating Officer for William Hill Online. Prior to this, from 2004 to 2008, he was Chief Marking Officer for CryptoLogic.

Management Shares Options Warrants

John Kennedy FitzGerald - CEO 498,323 471,106 21,875 Keith Laslop - CFO 390,277 340,076 6,250

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EXHIBIT 29 – DIRECTOR HOLDINGS

Source: Sedi, Company report, GMCI estimates

Stan Dunford, Director| Mr. Dunford has a significant amount of experience in the management and

stewardship of companies. He is currently the Chairman and CEO of Contrans Group, one of Canada’s largest transportation and logistics companies. He is also Chairman, CEO and sole proprietor of Peterbilt of Ontario, which owns and operates all the Peterbilt dealerships in Ontario. Mr. Dunford is a Director and major shareholder of Brick Brewing Co. Limited.

Mark Redmond, Director| Mr. Redmond is currently President and CEO of SiriusXM Canada, a

satellite radio service operating in North America, and oversees all aspects of the company’s operations from its headquarters in Toronto. He was previously the President and CEO of Sirius Canada and led the company’s successful national launch in 2005. Prior to that, Mark was Senior Vice-President, Special Projects with Sirius Satellite Radio in the US. Before joining Sirius, Mark was Vice-President Worldwide Audio and Video Products with Paris-based Thomson Multimedia, a global leader in digital video technologies. During his 17 years with Thomson, Mark held successive positions in Canada, the US and Asia overseeing operations, marketing and sales for the company’s RCA, GE and Thomson brands. While with Thomson, Mr. Redmond successfully led the launch of the company’s digital audio and MP3 business resulting in a top market share position and establishing Thomson’s leadership in the digital audio business. Previously, Mark also served as President of Thomson Canada overseeing all aspects of the Canadian subsidiary.

Brent Choi, Director| For the past five years, Mr. Choi has been the Chief Creative Officer at Cundari,

one of Canada’s largest independent advertising agencies. Mr. Choi’s work has been featured numerous times in Fast Company, Mashable, Wired, Forbes, CNN, and the Globe & Mail. Mr. Choi is currently serving as Chief Creative & Integration Officer at JWT Canada, one of the largest advertising agencies in Canada and part of a multinational located in over 200 cities around the world. Mr. Choi has extensive

Board of Directors Shares Options Warrants Stanley Dunford - Chairman 82,500 27,206 16,625 John Kennedy FitzGerald - CEO 498,323 471,106 21,875 Keith Laslop - CFO 390,277 340,076 6,250 Mark Redmond 26,250 27,206 1,562 Brent Choi 18,500 27,206

David Danziger 35,250 32,556 1,625 Paul Pathak 21,300 32,556 1,575 John Fielding 60,000 27,206

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Qualifying Transaction in June 2013. He is currently a director of Eurotin (TIN-V, Not Rated), American Apparel (APP-US, Not Rated), and Carpathian Gold (CPN-T, Not Rated). He graduated with a B. Comm from the University of Toronto in 1978 and was designated a Chartered Accountant in 1983.

John Fielding, Director| John Fielding co-founded IDMD Design and Manufacturing in 1981, an

award-winning retail merchandising company. In 2000, Mr. Fielding and his co-founder sold IDMD; however, he remained as a consultant and shareholder with what is now known as Array Marketing and Mr. Fielding currently serves on the board of directors. Mr. Fielding is also a director of Woodbine Entertainment Group, which is one of the world’s leading horse racing and entertainment organizations. He is also Chairman of the Board and a Founding Shareholder of Ethoca Technologies, a successful e-commerce fraud solutions provider. Mr. Fielding is a principal in the following companies: StudentHouses.ca, which is a large holder of student residences; Amsterdam Brewing, a microbrewery based in Toronto, Canada along with the New Amsterdam Brew Pub in Toronto; NovaCore Communities, which is a full service contaminated land remediation company and home builder and John Fielding Horses, an active standardbred horse racing operation and a global thoroughbred commercial breeding enterprise.

Paul Pathak, Director| Mr. Pathak is and has served as a partner of Chitiz Pathak LLP since 1996, a

Toronto law firm serving clients in the securities and investment industries, including issuers and dealers on a full range of securities transactions. Mr. Pathak practices principally in the areas of corporate, securities, mergers, acquisitions and commercial law. Mr. Pathak has acted for issuers in a broad range of securities transactions, including initial public offerings, reverse take-overs, establishment of Capital Pool Companies, going-private transactions and numerous financing structures. Mr. Pathak has served as a member of the Board of Directors of several private and public corporations listed on both Canadian and American stock exchanges including, Aumento Capital Corporation (now Annidis Corporation), a capital pool company that completed its Qualifying Transaction in June of 2011 and Aumento Capital III Corporation (now Exo U Inc.), a capital pool company that completed its Qualifying Transaction in June of 2013. Mr. Pathak was called to the Ontario Bar in 1994, having completed his LL.B. at Osgoode Hall Law School in 1992.

Amaya Gaming Group |Amaya has beneficial ownership and control of 1.9M common shares, which

equates to ~14% of the issued and outstanding common shares. Additionally, Amaya owns $3.85M of the 5% unsecured subordinate convertible debentures, which mature on December 31, 2018 and are convertible at $6.00/common share. Amaya also owns 353K common share purchase warrants, each with an exercise price of $5.00/common share maturing on December 31, 2015. On a fully diluted basis, Amaya has control of 19.83% of the common shares outstanding.