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The Intertain Group Limited Annual Information Form for the Year Ended December 31, 2015

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The Intertain Group Limited Annual Information Form for the Year Ended December 31, 2015 THE INTERTAIN GROUP LIMITED ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2015 DATED MARCH 30, 2016 THE INTERTAIN GROUP LIMITED GENERAL INFORMATION All capitalized terms used in this AIF but not otherwise defined herein have the meanings set forth under “Glossary of Terms”. Unless the context otherwise requires, use in this AIF of the “Company”, “we”, “us” or “our” means the Company, and its subsidiaries, as applicable. Words importing the singular number include the plural and vice versa, and words importing any gender include all genders. Information contained in this AIF is given as of December 31, 2015 unless otherwise specifically stated. Unless otherwise indicated or the context otherwise requires, all dollar amounts in this AIF are in Canadian dollars. All references to “£” or “GBP” refer to British pound sterling, all references to “€” or “EUR” refer to Euros, and all references to US$ or USD refer to United States dollars. Market and Industry Data Unless otherwise indicated, market and industry data contained in this AIF is based upon information from industry and other publications, the knowledge of management and the experience of the Company in the markets in which it operates. While management of the Company believes this data is reliable, market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. The Company has not independently verified any of the data from third-party sources referred to in this AIF or ascertained the underlying assumptions relied upon by such sources. Trade Marks, Trade Names and Service Marks This AIF includes trade-marks, trade names, and service marks which are protected under applicable intellectual property laws. Solely for convenience, the trade-marks to which the Company has rights that are referred to in this AIF appear without the ™ or ® symbol, but such omissions are not intended to indicate, in any way, that the Company, or its affiliates, as applicable, will not assert, to the fullest extent under applicable law, their respective rights or the right of the applicable licensor to these trade-marks. Cautionary Note Regarding Non-IFRS Measures This AIF includes references to non-IFRS financial measures. Generally, a non-IFRS financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with IFRS and are not measures of financial performance (nor do they have standardized meanings) under IFRS. In evaluating these measures, investors should consider that the methodology applied in calculating such measures may differ among companies and analysts. The Company uses both IFRS and certain non-IFRS measures to assess performance. Management believes these non-IFRS measures provide useful supplemental information in order to permit investors to evaluate the Company’s financial performance using the same measures as management. Management believes that, as a result, investors are afforded greater transparency in assessing the financial performance of the Company. These non-IFRS financial measures should not be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with IFRS. For additional details regarding non- IFRS measures, see the MD&A, a copy of which has been filed with Canadian securities authorities and is available under the Company’s profile on SEDAR at www.sedar.com. Cautionary Note Regarding Forward-Looking Information This AIF contains certain information and statements that may constitute “forward-looking information” within the meaning of Canadian securities laws. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “estimates”, “projects”, “predicts”, “targets”, “seeks”, “intends”, “anticipates”, or “believes” or the negative of such words or other variations of or synonyms for such words, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward- looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, ii performance, achievements or developments to be materially different from those anticipated by the Company and expressed or implied by the forward-looking statements. Forward-looking information contained in this AIF includes, but is not limited to, statements with respect to the Company’s future financial performance, the future prospects of the Company’s business and operations, the Company’s growth opportunities and the execution of its growth strategies. These statements reflect the Company’s current expectations related to future events or its future results, performance, achievements or developments, and future trends affecting the Company. All such statements, other than statements of historical fact, are forward-looking information. Such forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, the ability of the Company to secure, maintain and comply with all required licenses, permits and certifications to carry out business in the jurisdictions in which it currently operates or intends to operate; governmental and regulatory actions, including the introduction of new laws or changes in laws (or the interpretation thereof) related to online gaming; general business, economic and market conditions; the competitive environment; the expected growth of the online gaming market and potential new market opportunities; anticipated and unanticipated costs; the protection of the Company’s intellectual property rights; the Company’s ability to successfully integrate and realize the benefits of its completed acquisitions; the expected earn- out payments required to be made in connection with the Company’s completed acquisitions; and the ability of the Company to obtain additional financing, if, as and when required. Such statements could also be materially affected by risks relating to the lack of available and qualified personnel or management; stock market volatility; taxation policies; competition; foreign operations; the Company’s limited operating history; and the Company’s ability to access sufficient capital from internal or external sources. The foregoing risk factors are not intended to represent a complete list of factors that could affect the Company. Additional risk factors are discussed under the heading “Risk Factors”. Although the Company has attempted to identify important factors that could cause actual results, performance, achievements or developments to differ materially from those described in forward-looking statements, there may be other factors that cause actual results, performance, achievements or developments not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results, performance, achievement or developments are likely to differ, and may differ materially, from those expressed in or implied by the forward-looking information contained in this AIF. Accordingly, readers should not place undue reliance on forward-looking information. While subsequent events and developments may cause the Company’s expectations, estimates and views to change, the Company does not undertake or assume any obligation to update or revise any forward-looking information, except as required by applicable securities laws. The forward-looking information contained in this AIF should not be relied upon as representing the Company’s expectations, estimates and views as of any date subsequent to the date of this AIF. The forward-looking information contained in this AIF is expressly qualified by this cautionary statement. iii TABLE OF CONTENTS GENERAL INFORMATION ............................................................................................................................................ ii TABLE OF CONTENTS ................................................................................................................................................... 4 GLOSSARY OF TERMS .................................................................................................................................................. 5 CORPORATE STRUCTURE ......................................................................................................................................... 16 GENERAL DEVELOPMENT OF THE BUSINESS ...................................................................................................... 17 BUSINESS OF THE COMPANY ................................................................................................................................... 27 OPERATION OF SUBSIDIARIES ................................................................................................................................. 48 RISK FACTORS ............................................................................................................................................................. 51 DIVIDENDS AND DISTRIBUTIONS ..........................................................................................................................
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