Recommended Cash Offer for CryptoLogic Limited by Amaya Gaming Group Inc.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 


Summary

Amaya Gaming Group Inc. ("Amaya") (TSX VENTURE:AYA) announces that following its
acquisition of 80.79 per cent. of the issued share capital of CryptoLogic
Limited ("CryptoLogic"), changes to the management and to the board of directors
of CryptoLogic and CryptoLogic Exchange Corporation ("CEC") have been made. In
addition, Amaya has requested CryptoLogic that it submits applications to the
authorities for the delisting of its shares on the London Stock Exchange, NASDAQ
and the Toronto Stock Exchange. 


Further detail can be found below. 

Capitalised terms used and not defined in this Announcement have the same
meanings given to them in the Offer Document dated 17 February 2012 and
published on 21 February 2012 (the "Offer Document").


Changes in Management and Boards of CryptoLogic

The changes to management and to the board of directors of CryptoLogic and CEC
are as follows: 


David Gavagan has stepped down as Chairman and Interim Chief Executive Officer
of CryptoLogic. David Baazov, currently President, Chief Executive Officer,
Secretary, Treasurer and Director of Amaya, will assume the role of Chief
Executive Officer of CryptoLogic.


Huw Spiers has stepped down as Group Head of Operations and Chief Financial
Officer of CryptoLogic. Daniel Sebag, currently Chief Financial Officer and
Director of Amaya, will assume the role of Chief Financial Officer of
CryptoLogic. 


CryptoLogic also announces that Simon Creedy Smith and James Wallace have
offered their resignations to the board of directors. These have been accepted
with immediate effect. The remaining two non-executive Directors, Thomas Byrne
and David Gavagan, will continue as members of the board of directors. Two
additional Directors, David Baazov, as an executive director, and Divyesh
Gadhia, as a non-executive director, have been named as new Directors of
CryptoLogic.


CEC announces that David Gavagan, Huw Spiers and Nick Catros have offered their
resignations to the board of directors. These have been accepted with immediate
effect. David Baazov, Daniel Sebag and Divyesh Gadhia have been named as new
Directors of CEC. Divyesh Gadhia is currently a Director of Amaya.


Delisting

CryptoLogic announces that, as requested by Amaya, it intends to apply to the UK
Listing Authority for the cancellation of listing of CryptoLogic Shares on the
Official List, and to the London Stock Exchange for the cancellation of
admission to trading of CryptoLogic Shares on its main market for listed
securities. The cancellation of listing and admission to trading is expected to
take effect no earlier than 8.00 a.m. on 3 May 2012, being 20 clear business
days from 2 April 2012. 


As previously stated in the Offer Document, subject to applicable requirements,
Amaya also intends to procure that CryptoLogic applies to the TSX for the
delisting of the CryptoLogic Shares on such exchange and the SEC for the
delisting of the CryptoLogic Shares from NASDAQ. 


CEC will also submit an application to the authorities for the delisting of its
shares from the Toronto Stock Exchange.


CryptoLogic Shareholders should note that such cancellations will reduce
significantly the liquidity and marketability of CryptoLogic Shares which have
not been acquired by Amaya under the Offer. Once cancellation has taken effect,
CryptoLogic Shareholders will no longer be able to effect transactions in
CryptoLogic Shares on market at the market price.


Amaya has announced that the Offer will remain open for acceptance until 3.00
p.m. London time (10.00 a.m. Toronto time) on 18 April 2012, unless otherwise
extended.


Any CryptoLogic Shareholders who wish to accept the Offer (and have not yet done
so) are urged to take action in accordance with the instructions set out in the
Offer Document and, in the case of CryptoLogic Shares held in certificated form,
the Form of Acceptance as soon as possible.


If you require assistance or have any questions about procedures for acceptance
of the Offer, please contact Boudicca Proxy Consultants, the Information Agent
for the Offer, on:




--  USA/Canada Toll-Free: 1-800-965-5871 
--  UK Freephone: 0808-189-0978 
--  Rest of the world (charged at national rates): +44 203 051 4260 



Banks and Brokers may call +1(212) 252-2119 for information or assistance.

The helplines will be available between 9.00 a.m. and 1.00 a.m. (London Time),
4.00 a.m. to 8.00 p.m. (Toronto time), Monday to Friday.


Alternatively, you may email your enquiries to info@boudiccaproxy.com.
Please note that the Information Agent cannot provide any financial, legal or
tax advice or advice on the merits of the Offer.


Important Notice

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or an invitation to
subscribe for or purchase any securities or the solicitation of an offer to
purchase or subscribe for any securities in any jurisdiction pursuant to the
Offer or otherwise. Any response in relation to the Offer should be made only on
the basis of the information contained in the Offer Document (which contains the
full terms and conditions of the Offer including details on how to accept the
Offer) and, in the case of CryptoLogic Shares held in certificated form, the
Form of Acceptance or any other document by which the Offer is made. 


Overseas Jurisdictions

Unless otherwise determined by Amaya or required by the Code, and permitted by
applicable law and regulation, the Offer is not being, and will not be, made
available, directly or indirectly, in, into or by use of the mails of, or by any
means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction.


Accordingly, copies of this Announcement and all documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent, in whole or in part, in, into or from any
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents relating
to the Offer (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions where to
do so may violate the laws in that jurisdiction. 


The availability of the Offer to CryptoLogic Shareholders who are not resident
in the United Kingdom, Guernsey, Canada or the United States may be affected by
the laws of the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom, Guernsey, Canada or the United States
should inform themselves of, and observe, any applicable requirements.


Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm on the 10th
Business Day following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.


Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm on the Business Day following the date of the relevant
dealing. 


If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.


Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).


Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.


Notice to US Investors

This Announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Offer or otherwise. This
Announcement also does not constitute a Solicitation/ Recommendation Statement
under the rules and regulations of the SEC. The Offer is being made solely by
means of an Offer Document, the Form of Acceptance accompanying the Offer
Document and any other documents required by applicable law, which will contain
the full terms and conditions of the Offer, including details of how the Offer
may be accepted. In the United States, Amaya has filed with the SEC a Tender
Offer Statement on Schedule TO containing the Offer Document and other related
documentation and CryptoLogic has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9. 


Free copies of the Schedule TO, the Schedule 14D-9 and the other related
documents filed by Amaya or CryptoLogic in connection with this Offer are
available on the SEC's website at http://www.sec.gov. The Offer Document, Form
of Acceptance accompanying the Offer Document and any other documents required
by applicable law will be made available to all CryptoLogic Shareholders,
Exchangeable Shareholders and CryptoLogic Option Holders at no charge to them.
CryptoLogic Shareholders are advised to read the Offer Document and the
accompanying Form of Acceptance because they contain important information.
CryptoLogic Shareholders in the United States are also advised to read the
Tender Offer Statement and the Solicitation/Recommendation Statement because
they contain important information.


Publication on websites 

A copy of this Announcement will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Amaya's website at www.amayagaming.com/cryptologic and on CryptoLogic's website
at http://offer.cryptologic.com by no later than 12.00 noon London time (7.00
a.m. Toronto time) on 4 April 2012. For the avoidance of doubt, neither the
content of the websites referred to in this Announcement nor the content of any
website accessible from hyperlinks on such websites is incorporated into or
forms part of this Announcement.
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