Amaya Inc.

  • Date: 2016-02-01

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EARLY WARNING REPORT FILED UNDER NATIONAL INSTRUMENT 62-103 1.

Name and address of the offeror David Baazov 7600 Trans-Canada Highway Montréal, Québec H9R 1C8

2.

The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances. Not applicable.

3.

The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release. David Baazov, Chairman and Chief Executive Officer of Amaya Inc. (“Amaya”), owns 24,564,047 common shares in the capital of Amaya (“Common Shares”), representing approximately 18.6% of the issued and outstanding Common Shares, and options entitling him to acquire 550,000 additional Common Shares.

4.

The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which: (i)

the offeror, either alone or together with joint actors, has ownership and control, See paragraph 3 above.

(ii)

the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, Not applicable.

(iii)

the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership. Not applicable.

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The name of the market in which the transaction or occurrence that gave rise to the news release took place. Not applicable.

6.

The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release. Not applicable.

7.

The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer. On January 31, 2016, Mr. Baazov delivered a notice to the Lead Independent Director of Amaya’s Board of Directors (the “Notice”), stating Mr. Baazov’s present intention to make an all-cash proposal to acquire Amaya. As set forth in the Notice, Mr. Baazov, currently estimates his proposed offer to be CDN$21 per Common Share. Also, as set forth in the Notice, Mr. Baazov recently began preliminary discussions with a small number of potential investors; and Mr. Baazov’s present intention, subject to certain contingencies, is to submit a formal proposal on or about the end of February. On February 1, 2016, Mr. Baazov issued a news release (the “News Release”), announcing his intention to acquire Amaya at a purchase price presently estimated at CDN$21.00 per Common Share. Currently, the particular form and structure of a potential transaction have not been determined and, other than as set out in the News Release, no formal discussions have commenced between Mr. Baazov and Amaya with respect to a potential transaction. Copies of the Notice and the News Release are attached hereto as Schedule “A”.

8.

The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities. None.

9.

The names of any joint actors in connection with the disclosure required by this form. Not applicable.

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In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror. Not applicable.

11.

If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities. See paragraph 7 above.

12.

If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance. Not applicable. DATED February 1, 2016.

(signed) David Baazov David Baazov

Schedule “A” See attached.

David Baazov Announces Intention to Acquire Amaya Montreal, Quebec, February 1, 2016 –David Baazov, Chairman and Chief Executive Officer of Amaya Inc. (NASDAQ: AYA; TSX: AYA), today announced that he, together with a group of investors with whom he is in discussions, intends to make an all-cash proposal to acquire Amaya at a purchase price presently estimated at CDN$21.00 per common share, representing a 40% premium to Friday’s closing price on the Toronto Stock Exchange. The particular form and structure of the transaction have not been determined, and no discussions have commenced between Mr. Baazov and Amaya with respect to any particular transaction. There is no certainty that the proposed transaction will proceed or be consummated. David Baazov currently owns 24,564,047 common shares of Amaya, representing approximately 18.6% of the issued and outstanding common shares, and options entitling him to acquire 550,000 additional common shares. A copy of the early warning report to be filed in connection with this news release can be obtained at www.sedar.com under Amaya’s profile. Cautionary Note Regarding Forward Looking Statements This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws, including, without limitation, statements regarding Mr. Baazov’s intention to acquire Amaya. Forward-looking statements can, but may not always, be identified by the use of words such as “intends”, “proposed” and similar references to future periods or the negatives of these words and expressions. These statements are based on the stated intentions of Mr. Baazov and currently available information. They are not guarantees of future events, are based upon assumptions that may not prove to be accurate, and involve certain risks and uncertainties that are difficult to predict, including the risk that no transaction proposal will be made or be consummated, and that the terms of any proposal will be different than those set forth above. Investors are cautioned not to put undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and Mr. Baazov undertakes no obligation to correct or update any forwardlooking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. David Baazov, Chairman and Chief Executive Officer 7600 TransCanada Highway, Pointe-Claire, Québec H9R 1C8

January 31, 2016 Divyesh Gadhia Lead Independent Director, Amaya Inc. 7600 TransCanada Hwy Pointe-Claire, QC H9R 1C8 Dear David: I am writing you, as Lead Independent Director of Amaya Inc., to inform you of my intent to make an all-cash proposal to acquire Amaya. As the online gaming industry continues to mature, it is my belief that it is in the best interests of Amaya to be positioned as a private company. At this time I estimate my proposed offer to be CDN$21 per common share and note that this would represent a 40% premium to Friday’s closing price on the Toronto Stock Exchange. I recently began preliminary discussions with a small number of potential investors. It is my present intention, subject to certain contingencies, to submit a formal proposal on or about the end of February. For purposes of making certain that you and the other independent members of the Board may take appropriate actions to evaluate the potential offer on behalf of the shareholders, I felt it was best to let you know at this time. Very truly yours,